DARDEN RESTAURANTS INC — Proxy Solicitation & Information Statement 2014

Sep 9, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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DARDEN RESTAURANTS, INC.
(Name of Registrant as Specified in Its Charter)
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD STARBOARD VALUE AND OPPORTUNITY S LLC STARBOARD VALUE AND OPPORTUNITY C LP STARBOARD LEADERS DELTA LLC STARBOARD LEADERS FUND LP STARBOARD VALUE GP LLC STARBOARD PRINCIPAL CO LP STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE A LP STARBOARD VALUE A GP LLC STARBOARD VALUE R LP STARBOARD VALUE R GP LLC JEFFREY C. SMITH MARK R. MITCHELL PETER A. FELD BRADLEY D. BLUM CHARLES M. SONSTEBY ROBERT MOCK CRAIG S. MILLER BETSY S. ATKINS MARGARET SHÂN ATKINS JEAN M. BIRCH JAMES P. FOGARTY CYNTHIA T. JAMISON WILLIAM H. LENEHAN LIONEL L. NOWELL, III ALAN N. STILLMAN
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Starboard Value LP, together with the other participants named herein, has made a definitive filing with the Securities and Exchange Commission of a proxy statement and accompanying WHITE proxy card to be used to solicit votes for the election of a slate of director nominees at the 2014 annual meeting of shareholders of Darden Restaurants, Inc., a Florida corporation (the “Company”).

On September 9, 2014, Jeffrey C. Smith, Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP, presented the following slides on the Company as part of a broader presentation at the 10 th Annual New York Value Investing Congress. The slides are also attached hereto as Exhibit 99.1.