Darden Restaurants Shareholders Elect Board, Reject Disclosure Proposal

Key Points

• Darden Restaurants shareholders elected all nine board nominees and approved every management proposal at the 2026 annual meeting, with holders of approximately 90.04% of eligible shares represented by proxy.
• Shareholders rejected The Accountability Board’s proposal requiring the company to review and disclose findings when a director receives less than 80% support in an uncontested election.
• Final voting results are expected in a forthcoming SEC Form 8-K, while Darden planned to release its fiscal 2027 first-quarter results and hold a conference call the following morning.

Darden Restaurants NYSE: DRI shareholders elected all nine nominees to the company’s board of directors and approved each management proposal presented at the company’s 2026 annual meeting, according to preliminary voting results announced during the virtual event.

Chair Cindy Jamison said the company again held the annual meeting virtually, citing the format’s popularity and accessibility. Shareholders representing approximately 90.04% of Darden’s common stock outstanding and eligible to vote as of the July 29, 2026 record date were represented by proxy, establishing a quorum for the meeting.

The directors elected were Shannon Atkins, Rick Cardenas, Juliana Chugg, James P. Fogarty, Daryl Kenningham, William S. Simon, Charles M. Sonsteby, Tim J. Wilmott and Jamison.

Shareholder Proposal Rejected

Shareholders rejected a proposal submitted by The Accountability Board that asked Darden’s board to adopt a policy requiring it to review and disclose findings when a director receives less than 80% support in an uncontested election.

Matt Prescott, president and chief operating officer of The Accountability Board, briefly addressed the proposal during the meeting. Prescott thanked Darden’s board for considering the measure but said the parties did not ultimately agree on the issue.

“We think the proposal is self-explanatory,” Prescott said, referring shareholders to the company’s proxy materials for further details.

Lindsay Koren, Darden’s senior vice president, general counsel, chief compliance officer and corporate secretary, said the board’s full opposition statement was included in the proxy statement. Koren reported that the shareholder proposal, identified as Proposal Four, was rejected.

Final Results to Be Filed

Koren said the preliminary results were certified by Peter Descovich of IVS Associates Inc., an affiliate of Broadridge Financial Solutions, who served as inspector of elections. The final certificate will be filed with the meeting minutes, while final voting results are expected to be included in a Form 8-K filing with the Securities and Exchange Commission.

No other shareholder business was brought before the meeting. Koren said the company had not received advance notice of any additional matters, and Jamison advised that the board had no other items of business to present.

Company to Report First-Quarter Results

During the meeting, Koren reminded attendees that Darden planned to release its fiscal 2027 first-quarter financial results before the market opened the following day, followed by a conference call at 8:30 a.m. She noted that President and Chief Executive Officer Rick Cardenas would not address those results during the annual meeting.

Cardenas thanked shareholders for their continued confidence in the company and said Darden looked forward to providing a broader update on the business alongside its quarterly results. No shareholder questions were submitted during the question-and-answer portion of the meeting.

The meeting was then adjourned.

About Darden Restaurants (NYSE:DRI)

Darden Restaurants, Inc NYSE: DRI is a full-service restaurant company headquartered in Orlando, Florida. It operates and franchises a portfolio of dining brands serving a range of cuisines, price points and occasions, with restaurants primarily located in the United States and select international markets.

Its restaurant portfolio includes Olive Garden, an Italian-American dining chain; LongHorn Steakhouse; Cheddar's Scratch Kitchen; Yard House; The Capital Grille; Seasons 52; Bahama Breeze; Eddie V's; Ruth's Chris Steak House; and Chuy's.

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