Darden Restaurants Inc SEC Filings

Darden Restaurants (DRI) director Juliana L. Chugg reported award activity dated 09/17/2025. The filing shows two restricted stock unit grants: 1,162 RSUs labeled as the FY25 director annual grant and 886 RSUs labeled as the FY26 director annual grant. The RSUs convert one-for-one into common stock and vest on the earlier of one year from grant or the next annual shareholders meeting. The report was signed by an attorney-in-fact on behalf of Ms. Chugg on 09/19/2025. The filing indicates the FY25 RSUs were reported with a transaction code M and the FY26 RSUs with code A, and the reported price for the RSUs is $0.0000.

Director M. Shan Atkins received equity awards from Darden Restaurants (DRI) consisting of restricted stock units (RSUs) tied to company common stock. The filing reports an award of 1,162 RSUs treated as a grant and another 886 RSUs granted as the FY26 director annual grant, for a total of 2,048 RSUs. The FY25 RSUs convert one-for-one into common shares and vest on the earlier of one year from grant or the next annual meeting; the FY26 RSUs follow the same vesting schedule and include a one-time option for the director to defer settlement until leaving the board. The reported holdings after the transaction show 1,162 shares beneficially owned and 886 RSUs outstanding.

Darden Restaurants insider report: Director Daryl Kenningham received 155 restricted stock units as part of FY26 director compensation and elected to take his quarterly cash retainer in the form of RSUs. The RSUs were granted and settled on 08/24/2025 and convert into common stock one-for-one, resulting in 155 shares beneficially owned directly after the transaction. The Form 4 was signed by attorney-in-fact Noni Holmes-Kidd on 08/26/2025. The report shows this was a routine director compensation election and immediate settlement of equity in lieu of cash.

Reporting person: Timothy J. Wilmott, a director of Darden Restaurants, Inc. (DRI). Transaction: On 08/24/2025 Wilmott was credited with 158 restricted stock units (RSUs) that convert one-for-one into common shares. The RSUs were granted as an election to take quarterly cash retainer in RSUs, with vested shares deliverable upon termination of director service. Following the reported transactions, Wilmott beneficially owns 27,094 shares indirectly (by trust) and 5,681 shares directly, with the 158 RSUs underlying additional common stock. The filing was signed by attorney-in-fact Noni Holmes-Kidd on 08/26/2025.

Darden Restaurants (DRI) has released its 2025 Definitive Proxy ahead of the 17 Sep 2025 virtual AGM. Shareholders of record 23 Jul 2025 will consider:

• Item 1: Election of nine directors; eight are independent and the board is chaired by independent director Cynthia Jamison.
• Item 2: Advisory “say-on-pay” vote.
• Item 3: Ratification of KPMG as auditor for FY26.
• Item 4: Shareholder proposal seeking disclosure of measurable greenhouse-gas (GHG) reduction targets; the board recommends against.

FY 2025 performance snapshot:

• Diluted EPS $8.88; net earnings $1.05 bn; operating cash flow $1.7 bn.
• $1.1 bn returned to shareholders via dividends and buybacks.
• Same-restaurant sales +2.0 % (ex-Chuy’s & Ruth’s Chris).
• 25 net new openings and acquisition of 103 Chuy’s units, bringing the portfolio to 2,159 company-owned and 154 franchised restaurants.

Governance & pay: annual director elections with majority-vote standard, no super-majority provisions, 10 % ownership threshold to call special meetings, robust stock-ownership requirements. Prior say-on-pay support stood at 95 %; >90 % of CEO target pay is performance-linked.

Sustainability: the company publishes Scope 1&2 data but has not set quantitative GHG targets, a gap highlighted by the shareholder proposal citing a 14 % rise in emissions since 2017.