UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 15, 2021
(Date of earliest event reported)
DARDEN RESTAURANTS, INC.
(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, Florida 32837
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Retirement of Chief Executive Officer and Appointment of New Chief Executive Officer
On December 15, 2021, Eugene I. Lee, Jr., Chairman and Chief Executive Officer (CEO) of Darden Restaurants, Inc. (the Company), informed the Board of Directors (Board) of the Company of his intention to retire as CEO effective May 29, 2022. Mr. Lee will continue to serve as Executive Chairman of the Board until the Company’s 2022 Annual Meeting of Shareholders. At that time, Mr. Lee is expected to stand for re-election to the Board and continue to serve as Chairman of the Board in a non-executive capacity.
Also on December 15, 2021, the Board appointed President and Chief Operating Officer Ricardo Cardenas to serve as the Company’s President and CEO beginning on May 30, 2022. Mr. Cardenas, age 53, has served as President and Chief Operating Officer of the Company since January 2021. Prior to that, Mr. Cardenas served as Senior Vice President, Chief Financial Officer since 2016. He was Senior Vice President, Chief Strategy Officer of the Company from 2015 to 2016, prior to which he served as Senior Vice President, Finance, Strategy and Technology from 2014 to 2015. He was Executive Vice President of Operations for LongHorn Steakhouse from 2013 to 2014 and Senior Vice President of Operations for LongHorn Steakhouse’s Philadelphia Division from 2012 to 2013. He served as Senior Vice President of Finance for Red Lobster, which the Company previously owned, from 2010 to 2012. Mr. Cardenas originally joined the Company in 1984 as an hourly employee and served in various positions of increasing responsibility, including Vice President of Finance for Olive Garden, prior to the positions described above.
Additional information about these actions is included in the Company’s news release dated December 17, 2021 entitled “Darden Restaurants Announces Upcoming CEO Transition,” a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Election of New Director
On December 15, 2021, the Board voted to increase the number of directors of the Company to nine and elected Mr. Cardenas as a director, all effective May 30, 2022. See above for a description of Mr. Cardenas’ business experience. Mr. Cardenas has been a director of Tractor Supply Company since 2019.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d)Exhibits.
| Exhibit Number | Description of Exhibit | |||||||
| 99.1 | ||||||||
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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/ Matthew R. Broad | ||||
| Matthew R. Broad | |||||
| Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | |||||
Date: December 17, 2021
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