DRI DEF 14A Report ended May 31, 2020

(1)	Title of each class of securities to which the transaction applies:

(2)	Aggregate number of securities to which the transaction applies:

(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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•	Modifying our business operations in order to continue serving guests at our restaurants as safely and effectively as possible, including, initially transitioning all restaurant locations to a To Go only or To Go and delivery model;

•	Reducing or eliminating fixed costs in our restaurants and restaurant support center as well as eliminating or delaying most nonessential capital spending;

•	Furloughing a substantial number of hourly restaurant employees as a result of the closure of our dining rooms and reduction in sales;

•	Protecting our team members’ safety and wellbeing, including sourcing additional sanitation supplies and personal protective equipment, implementing paid sick leave for all hourly restaurant team members, providing a $75.0 million emergency pay program and covering $4.1 million of health and welfare insurance premiums for furloughed team members;

•	Suspending the quarterly cash dividend, with the intention of reviewing our dividend policy as developments warrant;

•	Fully drawing on our $750.0 million Revolving Credit Agreement, which was subsequently repaid in May 2020;

•	Securing a $270.0 million term loan;

•	Raising $505.1 million in net proceeds from a follow-on equity offering, with over $5 million invested by members of our Board of Directors, our CEO and other members of the senior management team;

•	Suspending our share repurchase activity; and

•	Implementing a careful, phased reopening of our dining rooms where permitted by local regulations.

•	Independent Chairman of the Board, and seven of our eight nominees for the Board are independent;

•	All directors are elected annually and majority vote standard for uncontested elections;

•	All Board committees are composed of only independent directors;

•	The Board and committees conduct annual self-assessments;

•	Board met in executive session at each of its quarterly meetings during fiscal 2020 ;

•	Enacted proxy access in fiscal 2015;

•	Directors and executive officers are subject to robust stock ownership requirements;

•	10 percent of shareholders can call a special meeting; and

•	No supermajority voting requirements.

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•	At the Company’s 2019 Annual Meeting, approximately 95.5 percent of the votes cast were in favor of the advisory vote to approve executive compensation; and

•	Over 87 percent of our CEO’s and 72 percent of other Named Executive Officers’ target total direct compensation for fiscal 2020 is tied to performance.

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•	Director responsibilities;

•	Director qualification standards;

•	Director independence;

•	Director access to senior management and independent advisors;

•	Director compensation;

•	Director orientation and continuing education;

•	Codes of Business Conduct and Ethics;

•	Risk oversight;

•	Related party transactions;

•	Approval of CEO and senior management succession plans;

•	Annual compensation review of CEO and executive officers;

•	An annual evaluation in executive session of the CEO by the independent directors, led by the Chairman of the Compensation Committee; and

•	An annual performance evaluation of the Board and each of the Board committees, and an even more in-depth performance evaluation of the Board led by an outside consultant no less often than every two years.

•	Require meetings at least four times annually of the independent directors in executive session without our CEO or other members of management present;

•	Require a letter of resignation from directors upon a significant change in their personal circumstances, including a change in or termination of their principal job responsibilities;

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•	Provide that no member of the Audit Committee may serve on the audit committee of more than three public companies, including the Company; and

•	Provide a mandatory retirement age for directors.

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•	Recent and historical KPMG audit performance;

•	The relevant experience, expertise and capabilities of KPMG and our specific audit engagement team in relation to the nature and complexity of our business;

•	A review of KPMG’s independence and internal quality controls;

•	Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (PCAOB);

•	The appropriateness of KPMG’s fees for audit and non-audit services; and

•	The length of time that KPMG has served as our independent auditor, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent.

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•	The integrity of our financial statements and our internal controls over financial reporting;

•	The qualifications and independence of our independent registered public accounting firm and internal auditing function;

•	The provision of a channel of communication among the Board, the independent auditor, internal audit function, management and other concerned individuals;

•	The assistance to the Board in meeting its fiduciary duties to shareholders and the Company;

•	The performance of our internal audit function and independent registered public accounting firm; and

•	The risks associated with the foregoing.

•	Review and discuss the Company’s unaudited quarterly and audited annual financial statements with management and the independent auditor prior to filing the Company’s Quarterly Reports on Form 10-Q or Annual Report on Form 10-K, respectively;

•	Review with management and the independent auditor the Company’s quarterly and year-end financial results prior to the public release of earnings;

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•	Pre-approve all non-audit services to be performed by the independent auditor, in accordance with the policy regarding such pre-approval adopted by the Audit Committee;

•	Oversee the Company’s enterprise risk management process and review and evaluate the policies and practices developed and implemented by management with respect to risk assessment and risk management; and

•	Establish procedures for receipt, retention and treatment of complaints received by the Company on accounting, internal controls over financial reporting or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding accounting or auditing matters.

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Annually review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and make recommendations to the other independent directors who will, together with the Compensation Committee, determine and approve the CEO’s compensation based on this evaluation (the CEO may not be present during any Compensation Committee deliberations or voting with respect to his compensation);

•	Make recommendations to the other independent directors who will, together with the Compensation Committee, review and approve the compensation for employee directors other than the CEO;

•

Periodically, as and when appropriate, recommend to the other independent directors who will, together with the Compensation Committee, review and approve the following as they affect the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K;

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Review and approve the compensation of and compensation policy for the executive officers and such other employees of the Company and its subsidiaries as directed by the Board, other than the CEO and other employee directors, including but not limited to: (a) the annual base salary level, (b) the annual cash bonus incentive opportunity level under the applicable annual incentive bonus plan, and (c) the long-term incentive opportunity level under the applicable long-term incentive plan for each executive officer (other than the CEO and other employee directors);

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Periodically, as and when appropriate, review and approve the following as they affect the executive officers other than the CEO and other employee directors: (a) any employment agreements and severance arrangements; (b) any change in control agreements and change in control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment under a “plan” as defined under Item 402(a)(6)(ii) of the SEC’s Regulation S-K;

•	Annually review and approve the objective performance measures and the performance targets for executive officers participating in the Company’s annual incentive bonus plans and long-term incentive plans and certify the performance results under such measures and targets;

•	Determine, amend and monitor compliance with the stock ownership guidelines applicable to executive officers and take actions to address any violation of the stock ownership guidelines;

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•	Review and discuss with management the Compensation Discussion and Analysis required to be included in our Proxy Statement and Annual Report on Form 10-K and, based on such review and discussion, make a recommendation to the Board that the Compensation Discussion and Analysis be so included;

•	Prepare a Compensation Committee Report for inclusion in our Proxy Statement and/or annual Form 10-K;

•	Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to the participation of directors and officers in the Company’s compensation and employee benefit plans or programs;

•	Oversee the Company’s compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and any applicable requirements under NYSE rules that shareholders approve equity compensation plans;

•	Provide recommendations to the Board of Directors on compensation-related proposals to be considered at the Company’s annual meeting, including the frequency of advisory votes on executive compensation;

•	Review and consider the results of any advisory vote on executive compensation and otherwise oversee the Company’s engagement with shareholders on the subject of executive compensation;

•	Review and make recommendations to the Board with respect to adopting, amending and overseeing the policies and practices related to the Company’s recoupment, or the forfeiture by employees, of incentive compensation;

•	Establish, terminate, amend or modify Company’s employee benefit plans or programs; and

•	Provide oversight of the risks associated with the foregoing.

•	Review financial policies and performance objectives developed by management pertaining to cash flow, capital spending and finance requirements; cash and debt balances, other key credit metrics, and credit ratings; dividend policy; investment criteria, including capital investment hurdle rates; and financial risk management strategies, including hedging and the use of derivatives;

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Review significant changes to our capital structure, financial arrangements, capital spending and acquisition and disposition plans and making recommendations as needed to the Board regarding the financial structure, financial condition and financial strategy of the Company including the timing and maturity of debt, terms and interest rates of individual issues; common stock sales, repurchases or splits and any changes in dividends; proposed mergers, acquisitions, divestitures, joint ventures and strategic investments; any material diversification of the Company’s business; and authorization for any material prepayment, redemption or repurchase of debt for the purpose of satisfying sinking fund obligations;

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•	Review the Company’s proposed annual consolidated budget included in its business plan, recommending such budget to the full Board for approval, and periodically reviewing the Company’s performance against such budget as reasonably required or requested by the Board;

•	Review material banking relationships and lines of credit;

•	Review the adequacy of the insurance coverage on the Company’s assets;

•	Review, to the extent material, the financial impact to the Company of existing and proposed compensation and employee benefit programs; and

•	Periodically assess the effectiveness of the Company’s investor relations program and its interaction with the research analyst community.

•	Identify individuals qualified to become Board members, consistent with criteria approved by the Board, and select, or recommend that the Board select, the director nominees for the next annual meeting of shareholders, or in the case of a vacancy on the Board, recommend an individual to fill such vacancy;

•	Review and recommend to the Board the appropriate organizational and board leadership structure;

•	Review the adequacy of our corporate governance principles on a regular basis;

•	Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company;

•	Review the Company’s stock ownership guidelines for non-employee directors, recommend to the Board revisions to such guidelines as it deems desirable or appropriate, and monitor compliance with such guidelines;

•	Oversee the Board’s self-evaluation process, and provide the Board advice regarding Board succession;

•	Recommend to the Board the membership for each Board committee and any changes to the Board’s committee structure as it deems advisable;

•	Review the Company’s compliance with SEC and NYSE rules and other applicable legal or regulatory requirements pertaining to corporate governance; and

•	Provide oversight of the risks associated with the foregoing.

•	Reviewing resignations tendered by a director if, in an uncontested election, the director does not receive the vote of at least a majority of the votes cast at any meeting for the election of directors, and recommending to the Board whether to accept or reject the tendered resignation, or whether other action should be taken;

•	Reviewing and assessing the Company’s environmental and social responsibility policies, goals and programs and making recommendations to management based on such review and assessment; and

•	Making recommendations to the other independent directors who will, together with the Nominating and Governance Committee, determine and approve the compensation for the non-employee independent directors.

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(1)	Includes all fees earned, including annual Board retainer, Board and committee chair retainers and committee member retainers.

(2)

Amounts in this column represent the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (ASC Topic 718) for fiscal 2020 . The stock award is delivered in RSUs which vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. Except for Mr. Sonsteby, all other directors received an annual RSU award of 1,180 units on September 18, 2019 with a fair market value of $150,013 based on the closing price of our common stock ($127.13) on the NYSE on September 18, 2019. As Chairman, Mr. Sonsteby received an annual RSU award of 1,573 units on September 18, 2019 with a fair market value of $199,975 based on the closing price of our common stock ($127.13) on the NYSE on September 18, 2019. Except for Messrs. Mensah and Simon, all other directors chose to defer the settlement date for issuance of stock under these RSUs.

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(3)	The Company provides a dining benefit to our directors to experience dining in our restaurants. This benefit does not appear in the Director Compensation Table because the value did not meet the minimum disclosure requirements established by the SEC.

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(1)	Includes common shares subject to stock options exercisable within 60 days of May 31, 2020 , as follows: Mr. Burrowes, 19,290; Mr. Cardenas, 32,812; Mr. George, 32,812; Mr. Kiernan, 8,104; Mr. Lee, 100,288; and all directors and executive officers as a group, 243,901 shares.

(2)

For any individual or group, the percentages are calculated by dividing (a) the number of shares beneficially owned by that individual or group, which includes shares underlying options exercisable within 60 days and RSUs settled in stock described in footnote 1 above, by (b) the sum of (i) the number of shares outstanding on May 31, 2020 , plus (ii) the number of shares underlying options exercisable within 60 days and RSUs described in footnote 1 above held by just that individual or group.

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(1)	“Beneficial ownership” is defined under the SEC rules to mean more than ownership in the usual sense. Under applicable rules, you beneficially own our common shares not only if you hold them directly, but also if you indirectly (such as through a relationship, a position as a director or trustee, or a contract or understanding) have or share the power to vote, sell or acquire them within 60 days.

(2)	The figure reported is a percentage of the total of 129,893,801 common shares outstanding on May 31, 2020 .

(3)	Based on a Schedule 13G/A filed February 10, 2020, as of December 31, 2019, The Vanguard Group, Inc. beneficially owned an aggregate of 14,285,689 shares, and had sole power to vote 188,361 shares, shared voting power to vote 46,240 shares, sole dispositive power over 14,061,283 shares, and shared dispositive power over 224,406 shares.

(4)	Based on a Schedule 13G filed February 3, 2020, as of December 31, 2019, BlackRock, Inc. beneficially owned an aggregate of 13,819,967 shares, and had sole power to vote 12,102,552 shares and sole dispositive power over 13,819,967 shares.

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•	Steady same restaurant sales growth through the first three quarters of the year, including blended Darden same-restaurant sales growth of 1.8%, outperforming the industry benchmark by 240 basis points 1 ; and

•	Strong earnings results through the first three quarters of the fiscal year, including adjusted EPS of $4.40 2 and adjusted EPS growth of 8.4%.

•	protecting our team members’ safety and wellbeing, including the implementation of paid sick leave for all hourly restaurant team members, a $75 million Emergency Pay program and covering $4.1 million of health and welfare insurance premiums for team members furloughed as a result of the significant reduction in our operations;

•	modifying our business operations in order to continue serving guests at our restaurants as safely and effectively as possible, including, initially transitioning all restaurant locations to a To Go only model, then subsequently implementing a careful, phased reopening of our dining rooms where permitted by local regulations; and

•	preserving and strengthening the Company’s liquidity and financial position, including obtaining a new $270 million term loan, raising approximately $505.1 million in net proceeds from a public offering of our common equity and controlling and significantly reducing operational costs.

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•	Fiscal 2020 AIP payouts for named executive officers were determined based on actual financial results against goals through the first three quarters only, with no additional positive or negative discretionary adjustment based on either (a) their significant efforts and operational results during the fourth quarter or (b) financial performance during the fourth quarter.

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Fiscal 2018- 2020 PSU payouts remained unadjusted, which resulted in a capped payout at 100% of target, as opposed to the higher earned percentage of 127% of target that could have been earned as a result of the Company’s strong actual relative TSR performance over the performance period. The cap applied because absolute TSR was negative over the performance period, which was also true for many companies in the peer group.

•	Our named executive officers received reduced base salaries for at least half of the fiscal fourth quarter; and

•	The value of executive officers’ outstanding options, equity awards and Company stock holdings have all declined in value and we have not altered the terms of any outstanding options or awards (other than for Mr. George in connection with his Retirement Agreement described below).

•	Base salaries were restored to their pre-reduction levels effective June 1, 2020;

•	No increases in base salary were approved;

•	No increases in target annual incentive opportunity were granted; and

•	No increases in target long-term incentive grant value were granted.

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•	Compensation Design Supports Our Business Strategy and Is Aligned with Shareholders’ Interests – We have designed our Total Rewards program, and our incentive plans in particular, to meet our primary goal of aligning with shareholders; specifically, to drive strong and sustainable sales and earnings growth balanced with prudent capital management to maximize total shareholder return.

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•	Majority of Compensation Is Aligned with Performance – Total direct compensation (salary, annual incentives and long-term incentives) for our NEOs is structured so that more than two-thirds of the total value at target is attributable to Company performance.

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•	For the Same-Restaurant Sales Growth measures, the Compensation Committee evaluated and determined the results through the first three quarters of fiscal 2020 against the full year fiscal 2020 targets set in June 2019; and

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For the Adjusted EPS and Business Unit Adjusted Operating Income performance measures, the Compensation Committee approved performance targets for the period through the first three quarters of fiscal 2020 that were consistent with the business plan targets approved by the Board in June 2019, and then evaluated and determined the results for the first three quarters of fiscal 2020 against those three quarter performance goals.

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•	Share denominated units;

•	Vest 50 percent on the third anniversary of the grant date, and 50 percent on the fourth anniversary of the grant date;

•	0 - 150 percent payout opportunity based upon relative TSR as compared to the companies in the S&P 500 Consumer Discretionary Index at the time of the grant; the companies in our comparison group are listed below; and

•	Settled in stock.

•	Granted with an exercise price equal to the closing stock price on the grant date;

•	Vest 50 percent on the third anniversary of the grant date and 50 percent on the fourth anniversary of the grant date; and

•	Maximum term of 10 years.

•	Share denominated units;

•	Vest 100 percent on the third anniversary of the grant date; and

•	Settled in stock.

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(1)	Straight line interpolation between 33rd and 75th percentiles, capped at 100% due to negative TSR over the performance period.

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•	The Company has allocated compensation among base salary and short-term and long-term compensation target opportunities for executives in such a way as to not encourage excessive risk taking. Incentive compensation is not overly weighted toward short-term incentives. In addition, both short-term and long-term incentives are subject to maximum payment amounts;

•	The mix of equity award instruments used under our long-term incentive program (a) includes full value awards; and (b) rewards different performance measures (currently, total shareholder return for stock options and total shareholder return relative to publicly traded restaurant companies for PSUs);

•	Our annual and long-term compensation plans are reviewed by the Compensation Committee and any risks embedded in those plans are discussed and evaluated for appropriateness. Our incentive opportunities are designed to drive strong, sustainable growth and shareholder return;

•	The multi-year vesting of our equity awards aligns incentive compensation with shareholders’ interests by rewarding long-term stock appreciation rather than short-term performance;

•	Our performance criteria and objectives balance performance and sustainability of performance by setting a variety of goals, including same-restaurant sales growth and earnings per share growth;

•	Our Stock Ownership Guidelines encourage a focus on long-term growth in shareholder value; and

•	Our policies regarding recoupment and forfeiture of compensation discourage excessive or inappropriate risk taking.

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(1)	Amounts reflect the actual base salary earned by the NEO in fiscal 2020 , fiscal 2019 and fiscal 2018, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table.

(2)

Amounts reflect the actual cash incentive awarded to the NEO for fiscal 2020 . The Compensation Committee approved modifications to the performance goals for fiscal 2020 annual incentives in response to the impacts of the COVID-19 pandemic on the Company as discussed further in the Compensation Discussion and Analysis, above. The Company made annual incentive payments for fiscal 2019 and fiscal 2018 based on achieving performance measures that were established under the Company’s 2015 Plan. Those annual incentive payments are reported in the “Non-Equity Incentive Plan Compensation” column of this table.

(3)

Amounts in these columns represent the grant date fair value of awards computed in accordance with ASC Topic 718 for each of fiscal 2020 , fiscal 2019 and fiscal 2018. The assumptions used in calculating these amounts in accordance with ASC Topic 718 are included in Note 1 (under the heading Stock-Based Compensation ) to the Company’s audited financial statements included in the Company’s 2020 Annual Report on Form 10-K. The PSU awards granted to all NEOs in fiscal 2020 vest based on Relative TSR. After a three-year performance period, the PSUs granted in fiscal 2020 are eligible to vest 50 percent on the third anniversary of the grant date and 50 percent on the fourth anniversary of the grant date. Actual awards may range from 0 percent to 150 percent of the targeted incentive. The grant value of PSUs is shown at target payout. For fiscal 2020 , the following amounts represent the grant date fair value of PSU awards assuming achievement of maximum (150 percent) payout: Mr. Lee — $3,916,489; Mr. Cardenas — $1,174,928; Mr. George — $1,174,928; Mr. Burrowes — $783,223; Mr. Kiernan — $705,031. For fiscal 2019, the following amounts represent the grant date fair value of PSU awards assuming achievement of maximum (150 percent) payout: Mr. Lee — $4,497,741; Mr. Cardenas — $1,169,399; Mr. George — $1,349,253 Mr. Burrowes — $899,617; Mr. Kiernan — $629,663. For fiscal 2018, the following amounts represent the grant date fair value of PSU awards assuming achievement of maximum (150 percent) payout: Mr. Lee — $3,759,602; Mr. Cardenas — $939,869; Mr. George — $939,869; Mr. Burrowes — $676,777. These PSUs are described more

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(4)	Amounts reflect the actual cash incentive award earned by the NEO for fiscal 2019 and fiscal 2018, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table.

(5)	Amounts deferred into the FlexComp Plan do not receive above market or preferential earnings, but rather receive notional rates of return that match the returns on the investment options available under the Darden Savings Plan as described under the subheading “Non-Qualified Deferred Compensation.”

(6)	All Other Compensation for fiscal 2020 consists of the following amounts:

(a)

Includes the aggregate incremental costs to the Company for personal use of a Company car or a limited car allowance, an executive physical program, a reimbursement for financial counseling services, a discount on the purchase of Company gift cards, and gifts received at Company events. None of these perquisites had a value exceeding the greater of $25,000 or 10 percent of total perquisites for an NEO.

(b)

Amounts in this column represent Company contributions made in August 2020 for fiscal 2020 Company performance under the FlexComp Plan, our non-qualified deferred compensation plan. Company contributions are made under the provisions of the FlexComp Plan and are deferred in accordance with executives’ elections pursuant to the terms of the FlexComp Plan. Salary or bonus deferred by an NEO into the FlexComp Plan is reported in the “Salary” column or the “Non-Equity Incentive Plan Compensation” column.

(c)	Represents the cost to the Company for providing life insurance and long-term disability insurance.

(d)

Our NEOs do not receive dividends or dividend equivalents on unvested restricted stock, unvested restricted stock units or unvested PSUs, but rather accrue them for payment when the restricted stock, restricted stock units or PSUs are earned and vested and only on the number of shares of stock or units which actually vest. This amount reflects the value of the dividends paid in stock with respect to the PSUs that vested on July 27, 2019 for each of the executives.

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(1)	The column sets forth the date on which the Committee took action to grant the reported awards. The grants made to Mr. Lee were recommended by the Committee and approved by the independent members of the Board and the grants made to the other NEOs were approved by the Committee.

(2)

The amounts in these columns represent the potential annual cash incentive that may be earned under the 2015 Plan by each NEO. The annual ranges are calculated with the actual salary earned during the fiscal year, including the impacts of the salary reductions that were implemented during the fourth quarter of fiscal 2020 . Where the NEO’s target bonus opportunity increases during the fiscal year (for example, in the event of a promotion), the target bonus opportunity is based on a proration using the target bonus opportunity in effect for each portion of the fiscal year, and such proration is used in the actual bonus award calculation. Actual payouts to the NEOs based on fiscal 2020 performance are reported under the “Bonus” column in the Summary Compensation Table.

(3)

The NEOs received grants of PSUs under the 2015 Plan. The PSU awards granted to the NEOs are earned based on Relative TSR. After a three-year performance period, the PSUs granted in fiscal 2020 are eligible to vest 50 percent on the third anniversary of the grant date, and 50 percent on the fourth anniversary of the grant date. Actual awards may range from 0 percent to 150 percent of the targeted incentive. These PSUs are described more fully under the heading “Compensation Discussion and Analysis — Fiscal 2020 Executive Compensation Program Elements — Long-Term Incentives .”

(4)	The NEOs received grants of restricted stock units under the 2015 Plan. The grant vests on the third anniversary of the grant date.

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(5)	The NEOs received grants of non-qualified stock options under the 2015 Plan. These non-qualified stock options vest 50 percent on each of the third and fourth anniversaries of the grant date.

(6)

All stock options are granted with an exercise price equal to the fair market value of our common stock on the date of grant. Fair market value under the 2015 Plan has been determined by the Committee to be the closing price of the common stock on the NYSE as reported in the consolidated transaction reporting system on the grant date or, if such exchange is not open for trading on such date, on the most recent preceding date when such exchange is open for trading.

(7)	Assumptions used in the calculation of these amounts are included in Note 1 to the Company’s audited financial statements included in the Company’s 2020 Annual Report on Form 10-K.

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(1)

All option awards are non-qualified stock options that expire ten years from the date of grant. Except where noted, the vesting schedule for the non-qualified stock options granted to NEOs is 50 percent on the third and fourth anniversaries of the grant date. For Messrs. Cardenas and Kiernan, the non-qualified stock option grants made prior to November 17, 2014 vested in thirds on the second, third and fourth anniversaries of the grant date.

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(2)

The units reflected in this column represent awards of RSUs granted to the NEOs which fully vest on the third anniversary of the grant dates of each such award. The market value of outstanding stock awards is based on a per share (or unit) value of $76.86, the closing market price of our common shares on the NYSE on May 29, 2020, the last trading day before the end of our fiscal year on May 31, 2020 .

(3)

All units reflected in this column represent PSU awards granted during fiscal 2017, 2018, 2019 and 2020 . With respect to Mr. Lee, this column also includes the special CEO PSU award granted to Mr. Lee in 2018, 21,823 units of which vested on May 31, 2020 and were delivered on July 31, 2020, as described in more detail in the Compensation Discussion and Analysis section above. The terms of the PSU awards are more fully described in the Compensation Discussion and Analysis and the Grants of Plan-Based Awards tables of the Proxy Statement for the fiscal year in which they are granted. The Compensation Committee certified the performance results with respect to the annual PSU awards granted in fiscal 2018 on June 23, 2020. Under this certification the PSUs earned with respect to the fiscal 2018 annual awards to each of the named executive officers were as follows:

(1)	The value realized equals the difference between the exercise price and the closing market price of our common stock on the NYSE on the date of exercise, multiplied by the number of shares acquired on exercise.

(2)	The Number of Shares Acquired for each executive represents the number of PSUs (TSR) and PSUs (ROIC) that vested for each executive on July 29, 2019. The terms of these PSUs are described in the Compensation Discussion and Analysis and the Grants of Plan-Based Awards tables of the Proxy Statement for the fiscal year in which they were granted.

(3)	The value realized equals the closing market price of our common stock on the NYSE on the vesting date multiplied by the number of shares acquired on vesting.

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(1)	Reflects the deferred Salary or Bonus amounts for each of the NEOs during fiscal 2020 which are reported as compensation to such NEO in the Summary Compensation Table and which are deferred in accordance with participants’ elections pursuant to the terms of the FlexComp Plan.

(2)	Reflects the Company’s annual contribution to the FlexComp Plan made in August 2019 during fiscal 2020 for the account of the NEOs. The Company contributions made in August 2020 during fiscal 2021 are not reported in this table.

(3)

A portion of the balances reported for each of Mr. Lee and Mr. George were contributed to the RARE Hospitality International, Inc. Deferred Compensation Plan (the RARE Deferred Compensation Plan) prior to July 1, 2008, when they began participating in the FlexComp Plan. The RARE Deferred Compensation Plan is a non-qualified deferred compensation plan. It is closed to new employee deferrals and Company contributions and is administered in conjunction with the FlexComp Plan.

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•	Accrued but unpaid base salary through the date of termination;

•	Unreimbursed employment-related expenses and other benefits owed to the NEO under the Company’s employee benefit plans or policies;

•	Accrued but unpaid vacation;

•	The NEO’s FlexComp account balance;

•	The NEO’s Darden Savings Plan account, if applicable; and

•	The NEO’s benefit under the qualified retirement plan (the RIP), if applicable.

•	The NEO will be entitled to receive prorated vesting of each option grant, and be allowed to exercise such option for the lesser of five years or the remainder of the original term;

•	The NEO will be entitled to receive prorated vesting of each outstanding RSU grant, based on the number of months of service completed out of the total number of months in the original RSU vesting period;

•	The NEO will continue to vest in a prorated share of grants of PSUs based on Company performance for the remainder of the applicable PSU performance period;

•	The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served; and

•	The NEO, if eligible, will receive a Company contribution in a health reimbursement account to be used to reimburse eligible medical expenses, if applicable.

•	The NEO will vest in all outstanding stock options with continued exercisability for the remainder of the original term;

•	The NEO will vest in all outstanding RSUs;

•	The NEO will continue to vest in grants of PSUs based on Company performance for the remainder of the original PSU performance period;

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•	The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served;

•	The NEO, if eligible, will receive a Company contribution in a health reimbursement account to be used to reimburse eligible medical expenses, if applicable; and

•	The NEO will be entitled to receive a distribution of any balance held under the Darden Savings Plan, if applicable.

•	The NEO will vest in all outstanding stock options and be allowed to exercise such stock options for the remainder of the original term;

•	The NEO will vest in all outstanding RSUs;

•	The NEO will vest in all outstanding PSUs on a pro rata basis based on Company performance for the remainder of the original PSU performance period;

•	The NEO will be entitled to receive a prorated bonus for the portion of the fiscal year served;

•	Up to 90 days of salary continuation;

•	Up to two-thirds of eligible pay with a maximum annual benefit of $180,000 payable to age 65 starting on the 91st day of disability; and

•	Continued eligibility for group medical, life, and dependent life coverage for 52 weeks.

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•	“Normal Retirement” is defined in the CEO award agreements as retirement after attaining age 60, completing ten years of service and providing at least six months advance notice of termination.

•	The CEO Option Agreement provides that upon a Normal Retirement, unvested portions of the option award do not automatically vest, but continue to vest along the original vesting schedule so long as there is compliance with post-termination restrictive covenants.

•	Similarly, the CEO RSU Agreement provides that upon a Normal Retirement, unvested portions of the restricted stock unit award do not automatically vest, but continue to vest along the original vesting schedule so long as there is compliance with post-termination restrictive covenants.

•

Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) (a Person) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of either (x) the then-outstanding shares of common stock of the Company (the Outstanding Company Common Stock) or (y) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities);

•

Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a Business Combination), in each case unless, following such Business Combination, (x) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (y) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30 percent or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (z) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

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•	An act or acts of fraud or misappropriation on the NEO’s part which result in or are intended to result in the NEO’s personal enrichment at the expense of the Company and which constitute a criminal offense under State or Federal laws;

•	The NEO’s continued failure to substantially perform the NEO’s duties with the Company (other than any such failure resulting from the NEO’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the NEO;

•	The NEO’s willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or

•	The NEO’s conviction of, or entering into a plea of either guilty or nolo contendere to, any felony, including, but not limited to, a felony involving moral turpitude, embezzlement, theft or similar act that occurred during or in the course of the NEO’s employment with the Company.

•	The assignment to the NEO of any duties inconsistent in any substantial respect with the NEO’s position, authority or responsibilities as in effect during the 90-day period immediately preceding the change in control or any other substantial adverse change in such position (including titles), authority or responsibilities;

•	A material reduction in the NEO’s base salary, target annual bonus opportunity, long-term incentive opportunity or aggregate employee benefits as in effect immediately prior to the change in control; or

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(1)	Involuntary not for cause termination includes termination of the NEO’s employment by the Company for any reason other than his or her violation of Company policy.

(2)	Amounts shown are subject to reduction if payments of benefits would result in excise tax liabilities under IRC Section 4999, and would result in the NEO being better off on an after-tax basis.

(3)	Reflects the executive’s actual earned annual cash incentive, which is also included in the Summary Compensation Table.

(4)	Reflects the annual FlexComp Plan award for fiscal 2020 paid in August 2020, which is also included in the Summary Compensation Table.

(5)

For Mr. Lee, the Change in Control scenario reflects two times the sum of his base salary plus target bonus. For Messrs. Burrowes, Cardenas, George, and Kiernan, the Change in Control scenario reflects one and one half times the sum of the NEOs base salary plus target bonus. For all NEOs, the Involuntary Not For Cause Termination scenario reflects 52 weeks of base salary, the value they may receive under our severance guidelines.

(6)	Severance benefits under the disability termination scenario reflect the estimated value of expected benefits payable by the Company through our short-term disability policy and by our third-party long-term insurance providers.  Assumes continued payment by the Company of an NEO’s base salary for 90 days. After that initial period until

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(7)

This value is calculated based on the closing market price of $76.86 of our common stock on the NYSE on May 29, 2020, the last trading day before the end of the fiscal year on May 31, 2020 . For stock options, this value equals the difference between the closing market price of $76.86 of our common stock on the NYSE on May 29, 2020, and the exercise price, multiplied by the number of option shares subject to accelerated vesting upon termination. Performance Stock Unit payouts are estimated assuming 100 percent performance results. The amounts include accumulated cash and stock dividends on the outstanding Restricted Stock Units and Performance Stock Units, respectively.

(8)	This amount represents the value of awards that would receive continued and accelerated prorated vesting when a NEO qualifies for early retirement (age 55 plus ten years of service) as of May 31, 2020 .

(9)	Miscellaneous benefits include the value of health and life insurance benefits, post-retiree medical benefits (if applicable), FlexComp Plan benefits, and miscellaneous perquisites such as discount on the purchase of their company car.

(10)	The maximum life insurance benefit for normal death is $1,500,000; for accidental death, the maximum is $3,000,000; and an additional $500,000 may be paid if death is attributable to death while traveling on business. These benefits would be paid from term life insurance policies.

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(1)	Includes stock options exercisable for common shares and deferred compensation obligations and unvested restricted stock units that may be paid out in common shares.

(2)	Relates solely to stock options exercisable for common shares.

(3)

Consists of the 2015 Plan, 2002 Plan and our Employee Stock Purchase Plan. The 2002 Plan has a “fungible share pool” approach to account for authorized shares. With respect to stock options and SARs, the number of shares available for awards is reduced by one share for each share covered by such award or to which the award relates. With respect to awards granted after September 15, 2006, other than stock options and SARs, the number of shares available for awards is reduced by two shares for each share covered by such award or to which such award relates. Awards that do not entitle the holder to receive or purchase shares and awards that are settled in cash are not counted against the aggregate number of shares available for awards under the 2002 Plan.

(4)	Includes up to 4,985,849 shares of common stock that may be issued under awards under the 2015 Plan, and up to 851,420 shares of common stock that may be issued under our Employee Stock Purchase Plan. No new awards may be made under the 2002 Plan.

(5)	Consists of the RARE Plan, which is further described below.

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•	The annual total compensation of the median compensated of all employees of the Company (other than our CEO) was $16,137.

•	The annual total compensation of our CEO, as reported in the Summary Compensation Table included on p. 42 of this Proxy Statement, was $8,688,707.

•

We prepared a listing of all of the Company’s employees as of February 24, 2020, three months prior to our fiscal year end, resulting in a list of approximately 189,000 employees after certain permitted exclusions. As permitted by the de minimis exception under applicable SEC rules, we excluded all of our non-United States based employees, as they represented less than 5 percent of our total workforce. We excluded approximately 1,000 employees located in Canada and one employee located in Malaysia. The remaining employees were all based in the United States. We also excluded new hires who had not yet received their first paycheck. As a result of the COVID-19 pandemic’s impact on our operations, including the temporary closure of all of our dining rooms beginning in March 2020 , we placed many restaurant and corporate team members on furlough for portions of the fourth quarter of fiscal 2020 .  At the highest point during that quarter, approximately150,000 team members were on furlough. We included these furloughed team members as employees for purposes of the calculations.

•

We organized the resulting list by a consistently applied compensation measure (the Compensation Measure). The Compensation Measure that we used was comprised of all items of compensation, both cash and non-cash paid to our employees during the fiscal year, as represented in our corporate payroll system, excluding items such as Flex Comp awards, performance stock unit awards, restricted stock awards and certain other similar or related items that are not widely distributed to all employees. We annualized the compensation of employees who were hired during fiscal 2020 . We did not annualize the compensation of our furloughed employees for the period of their furlough. We included amounts paid under our emergency pay program for the furloughed team members as compensation. We then determined the median amount from this list and the related employee is our “median employee.” The median employee determined for fiscal 2020 is a part time team member at one of our restaurants. Our median employee for fiscal 2020 was on furlough for a portion of the fourth fiscal quarter and received compensation from our emergency pay program.

•	After identifying the median employee, we calculated annual total compensation for this employee using the same methodology we use for calculating the total compensation of our named executive officers as set forth in the Summary Compensation Table.

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•	The integrity of our financial statements;

•	Our compliance with legal and regulatory requirements;

•	The qualifications and independence of our internal audit function and independent registered public accounting firm; and

•	The performance of our internal audit function and independent registered public accounting firm.

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•	In the opinion of senior management, the independent registered public accounting firm possesses unique knowledge or technical expertise that is superior to that of other potential providers;

•	The approvals of the Chair of the Audit Committee and the CFO are obtained prior to the retention; and

•	The retention will not affect the status of the independent registered public accounting firm as “independent accountants” under the applicable rules of the SEC, PCAOB and NYSE.

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•	By Internet, by going to the website shown on your proxy card or Notice of Availability of Proxy Materials and following the instructions for Internet voting set forth on such proxy card or Notice;

•	If you reside in the United States or Canada, by telephone at the number shown on your proxy card and following the instructions on such proxy card; or

•	If you received or requested printed copies of the proxy materials by mail, by completing, signing, dating and returning the proxy card.

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•	Signing another proxy card with a later date and returning it to us prior to the meeting;

•	Voting again by Internet or telephone prior to the meeting as described on the proxy card; or

•	Voting again electronically during the meeting.

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•	Notify our Corporate Secretary in writing on or before Wednesday, May 26, 2021; and

•	Include in your notice the specific information required by our Bylaws and otherwise comply with the requirements of our Bylaws and applicable law.

•	Notify our Corporate Secretary in writing on or before Monday, April 26, 2021; and

•	Include in your notice the specific information required by our Bylaws and otherwise comply with the requirements of our Bylaws and applicable law.

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•	2002 Plan . The Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended, which provides for the grant of stock options, SARs, restricted stock, restricted stock units, performance awards and other stock and stock-based awards to employees, officers, consultants, advisors and non-employee directors.

•	2015 Plan. The Darden Restaurants, Inc. 2015 Omnibus Incentive Plan adopted by the Board in July 2015 and approved by shareholders at the 2015 Annual Meeting.

•	Annual Meeting . The 2020 Annual Meeting of Shareholders to be held on September 23, 2020 .

•	CEO . Our Chief Executive Officer.

•	CFO . Our Chief Financial Officer.

•	COO . Our Chief Operating Officer.

•	Compensation Committee or Committee (when used in the Compensation Discussion and Analysis or Executive Compensation sections). The Compensation Committee of your Board of Directors.

•	Company . Darden Restaurants, Inc.

•	Exchange Act . The Securities Exchange Act of 1934, as amended.

•	Executive Officers . The most senior executives of the Company designated as our “executive officers” in our most recent Form 10-K and other securities filings.

•	NEO . Named Executive Officer. Our officers who are named in the Summary Compensation Table, as required by SEC rules.

•	NYSE . The New York Stock Exchange.

•	PCAOB . Public Company Accounting Oversight Board.

•	PSUs . Performance Stock Units granted under our 2002 Plan or 2015 Plan.

•	RARE. RARE Hospitality International, Inc.

•	S&P 500 . A value weighted index of the prices of the common stock of 500 large companies, whose stock trades on either the NYSE or the NASDAQ.

•	SARs . Stock appreciation rights.

•	SEC . Securities and Exchange Commission.

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