DRI DEF 14A DEF-14A Report Sept. 17, 2015 | Alphaminr
DARDEN RESTAURANTS INC

DRI DEF 14A Report ended Sept. 17, 2015

DARDEN RESTAURANTS INC
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TABLE OF CONTENTS
CORPORATE GOVERNANCE AND BOARD ADMINISTRATIONCorporate Governance GuidelinesDirector IndependenceRelated Party TransactionsDirector Election Governance PracticesBoard Leadership StructureSuccession PlanningDirector EducationBoard Role in Oversight of Risk ManagementCompliance & Ethics Office and Codes of Business Conduct and EthicsDiversityPROPOSALS TO BE VOTED ONPROPOSAL 1 ELECTION OF TWELVE DIRECTORS FROM THE NAMED DIRECTOR NOMINEESPROPOSAL 2 ADVISORY APPROVAL OF THE COMPANYS EXECUTIVE COMPENSATIONPROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPROPOSAL 4 APPROVAL OF AMENDMENT TO THE COMPANYS CHARTER TO REDUCE THE PERCENTAGE OF SHARES REQUIRED TO CALL A SPECIAL MEETING OF SHAREHOLDERSPROPOSAL 5 ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENT FOR SHAREHOLDER AMENDMENTS TO PROVISIONS OF THE CHARTERPROPOSAL 6 ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENT FOR SHAREHOLDERS TO REMOVE DIRECTORS FOR CAUSEPROPOSAL 7 ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENT FOR CERTAIN BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERSPROPOSAL 8 RATIFICATION OF THE PROVISION OF THE COMPANYS BYLAWS DESIGNATING ORANGE COUNTY, FLORIDA AS THE EXCLUSIVE FORUM FOR SHAREHOLDER LITIGATIONPROPOSAL 9 APPROVAL OF THE DARDEN RESTAURANTS, INC. 2015 OMNIBUS INCENTIVE PLANPROPOSAL 10 SHAREHOLDER PROPOSAL REGARDING LOBBYING DISCLOSUREMEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEESBoard of DirectorsBoard Committees and Their FunctionsDIRECTOR COMPENSATIONCompensation of Non-Employee DirectorsCurrent Director Compensation ProgramPrior Director Compensation ProgramFiscal 2015 Compensation of Non-Employee DirectorsSTOCK OWNERSHIP OF MANAGEMENTSTOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERSLETTER FROM THE COMPENSATION COMMITTEECOMPENSATION DISCUSSION AND ANALYSISOverviewKey Leadership Changes During Fiscal 2015Process For Determining Fiscal 2015 Executive CompensationFiscal 2015 Executive Compensation Philosophy and StrategyFiscal 2015 Executive Compensation Program ElementsCEO CompensationFormer and Departing Named Executive Officer CompensationOther Programs, Policies, and PracticesNew Chief Financial OfficerDeparture of President of LongHorn SteakhouseShareholder Engagement & Results of Say On Pay Advisory Vote