Darden Restaurants, Inc. · NYSE:DRI
Darden Restaurants — Corporate Update (November 2014)
22 slides from Darden Restaurants's corporate update, Nov 13, 2014
Slide 1: Corporate Governance Reforms
Corporate Governance Reforms NOVEMBER 2014
Slide 2: Initial Steps on the Road to Good Governance
Initial Steps on the Road to Good Governance In the first 30 days after the annual meeting of shareholders, the Company has worked diligently to identify areas where we can start to improve our corporate governance practices to be more responsive to our shareholders. The following presentation sets
Slide 3: Immediate Improvements to Our Corporate Governance Practices
Immediate Improvements to Our Corporate Governance Practices Below are changes we have already acted upon: • Termination of the Company’s Poison Pill • Implemented Majority Voting Standard for Election of Directors • Repealed Advance Notice Bylaw Amendments Adopted in March 2014 • Implemented Anti-H
Slide 4: Termination of the Company’s Poison Pill
WHERE WE WERE: WHAT WE HAVE DONE: Termination of the Company’s Poison Pill The Company had a Shareholder Rights Plan (“poison pill”) in place, which was adopted without shareholder approval We have set in motion the termination of the poison pill to be completed by the end of the month. 4 Eliminates
Slide 5: Majority Voting Standard for Election of Directors
WHERE WE WERE: WHAT WE HAVE DONE: Majority Voting Standard for Election of Directors Directors were elected by a plurality vote with a director resignation policy for a director nominee who did not receive a majority of the votes cast We have adopted a majority voting standard in uncontested electio
Slide 6: Repeal Advance Notice Bylaw Amendments Adopted in March 2014
WHERE WE WERE: WHAT WE HAVE DONE: Repeal Advance Notice Bylaw Amendments Adopted in March 2014 The Company amended its Bylaws in March 2014 to impose certain obstacles to shareholder participation in corporate governance Derivative litigation was outstanding in connection with these matters. We have
Slide 7: Anti-Hedging and Anti-Pledging Policy
WHERE WE WERE: WHAT WE HAVE DONE: Anti-Hedging and Anti-Pledging Policy The Company permitted employees, officers and directors to hedge or pledge their stock in the Company as collateral for loans with prior approval from the Company’s General Counsel We have prohibited employees, officers and dire
Slide 8: Political Contributions and Lobbying Report
WHERE WE WERE: WHAT WE HAVE DONE: Political Contributions and Lobbying Report The Company’s disclosure regarding political contributions and lobbying efforts contained gaps in disclosure, including absence of disclosure of payments made to trade associations and “social welfare” organizations that e
Slide 9: Shareholder Communication and Interaction
WHERE WE WERE: WHAT WE HAVE DONE: Shareholder Communication and Interaction The Dissemination Policy did not designate the Chairman of the Board as an Authorized Spokesperson of the Company The Lead Director and Shareholder Communication Procedures designated the Lead Director as the contact for sha
Slide 10: Director Compensation
WHERE WE WERE: WHAT WE HAVE DONE: Director Compensation Our average total compensation mix consisted of 47% equity and 53% cash The Company paid a fixed fee to directors for each committee meeting attended Stock ownership guidelines required that each director hold stock equal to 3x the annual retai
Slide 11: Eliminate Executive Committee
WHERE WE WERE: WHAT WE HAVE DONE: Eliminate Executive Committee The Company’s Bylaws required the Company to have an Executive Committee empowered to exercise all powers of the Board in the management of the business and affairs of the corporation We have eliminated the requirement for an Executive
Slide 12: Enhancing Duties of Independent Chairman/Lead Director
WHERE WE WERE: WHAT WE HAVE DONE: Enhancing Duties of Independent Chairman/Lead Director The Company’s Corporate Governance Guidelines did not specifically include the authority to call meetings of independent directors as a duty of the independent Chairman or the Lead Director We have explicitly li
Slide 13: Commitment to Seek Shareholder Approval of Corporate Governance Initiatives
Commitment to Seek Shareholder Approval of Corporate Governance Initiatives Our board has committed to seek shareholder approval of the following initiatives at the next annual meeting: • Allow Shareholders to Call a Special Meeting at 10% Threshold • Obtain Shareholder Ratification of Exclusive For
Slide 14: Ability of Shareholders to Call a Special Meeting
WHERE WE ARE: WHAT WE HAVE DONE: Ability of Shareholders to Call a Special Meeting The Company’s Charter currently requires 50% of the outstanding shareholders to call a special meeting We have resolved to recommend for shareholder approval an amendment to the Charter to provide a 10% threshold to c
Slide 15: Shareholders to Ratify Exclusive Forum Selection Provision in Bylaws
WHERE WE WERE: WHAT WE HAVE DONE: Shareholders to Ratify Exclusive Forum Selection Provision in Bylaws In March 2014, the Board amended the Bylaws to designate Orange County, Florida as the exclusive forum for certain shareholder litigation We have resolved to seek shareholder ratification of the ex
Slide 16: Elimination of Supermajority Vote for Certain Charter Amendments
WHERE WE ARE: WHAT WE HAVE DONE: Elimination of Supermajority Vote for Certain Charter Amendments The Company’s Charter currently requires 66 2/3% supermajority vote to amend certain Charter provisions We have resolved to recommend to shareholders for approval an amendment to the relevant provisions
Slide 17: Removal of Directors by Shareholders for Cause
WHERE WE ARE: WHAT WE HAVE DONE: Removal of Directors by Shareholders for Cause The Company’s Charter currently provides that a director may only be removed by shareholders for cause and with a 66 2/3% supermajority vote We have resolved to recommend for shareholders approval an amendment to the Cha
Slide 18: Certain Business Combinations with Interested Shareholders/Fair Price Provision
WHERE WE ARE: WHAT WE HAVE DONE: Certain Business Combinations with Interested Shareholders/Fair Price Provision The Company’s Charter currently requires 66 2/3% supermajority vote , excluding the Voting Securities beneficially owned by any shareholder who is party to the business combination, to ap
Slide 19: Peer Group
WHERE WE WERE: WHAT WE HAVE DONE: Peer Group The current peer group includes many companies that are (a) in unrelated industries and (b) that are not of comparable size or complexity The current peer group has relatively high dispersion (high to low) on key measures (e.g., revenue, market capitaliza
Slide 20: Appendix
APPENDIX J. DARDEN
Slide 21: Compensation Peer Group
Compensation Peer Group 2 1 • The Gap, Inc. • Nordstrom Inc. • L Brands, Inc. • AutoZone, Inc. • The Wendy’s Company • Dunkin’ Brands Group, Inc. • DineEquity, Inc. • PetSmart, Inc. • Dick’s Sporting Goods Inc. • Tractor Supply Company • Wyndham Worldwide Corporation • Brinker International, Inc. •
Slide 22: J DARDEN
J DARDEN
Darden Restaurants — Corporate Update (November 2014) on 6ix