(Exact name of registrant as specified in its charter)
Commission File Number: 1-13666
Florida
59-3305930
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
1000 Darden Center Drive, Orlando, Florida32837
(Address of principal executive offices, including zip code)
(407) 245-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, without par value
DRI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders of the Company (the “Annual Meeting”) was held online via the internet at www.virtualshareholdermeeting.com/DRI2026 on September 23, 2026. On September 24, 2026, Peter W. Descovich, the independent Inspector of Election for the Annual Meeting, delivered to the Company his final, certified vote results.
(b) The name of each director elected at the meeting, a brief description of each other matter voted upon, and the voting results are provided below. At the Annual Meeting, the shareholders took the following actions:
(i) Elected the following 9 directors to serve until the next annual meeting of shareholders or until his or her successor is elected and qualified.
Nominees
For
Withheld
Broker Non-Vote
Margaret Shân Atkins
89,043,572
3,172,535
10,017,803
Ricardo Cardenas
90,549,001
1,667,106
10,017,803
Juliana L. Chugg
89,309,020
2,907,087
10,017,803
James P. Fogarty
89,551,154
2,664,953
10,017,803
Cynthia T. Jamison
87,870,732
4,345,375
10,017,803
Daryl A. Kenningham
91,358,338
857,769
10,017,803
William S. Simon
89,051,589
3,164,518
10,017,803
Charles M. Sonsteby
89,253,651
2,962,456
10,017,803
Timothy J. Wilmott
90,345,931
1,870,176
10,017,803
(ii) Approved a resolution providing advisory approval of the Company’s executive compensation.
For
83,666,042
Against
8,332,392
Abstain
217,673
Broker Non-Vote
10,017,803
(iii) Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 30, 2027.
For
96,586,896
Against
5,594,908
Abstain
52,106
Broker Non-Vote
0
(iv) Did not approve the shareholder proposal requesting the Company adopt a policy for review of low director support.
For
2,710,897
Against
88,893,049
Abstain
612,161
Broker Non-Vote
10,017,803
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DARDEN RESTAURANTS, INC.
By:
/s/ Lindsay L. Koren
Lindsay L. Koren
Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary