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Darden Issues Statement Following ISS And Glass Lewis Reports

Stocks in this article: DRI

ORLANDO, Fla., April 11, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) issued the following statement regarding an April 11 report by Institutional Shareholder Services ("ISS").  The ISS report relates to whether Darden shareholders should submit consents to Starboard Value LP and its affiliates ("Starboard") in connection with Starboard's efforts to call a Special Meeting of Darden shareholders.

Although we disagree with ISS's conclusion, the ISS analysis importantly recognizes the validity of the position that "shareholders have a diversity of opinions on what the company should do, and that direct engagement with the board and management, rather than a single yes/no vote on a nonbinding proposal, is a more robust process for understanding 'what shareholders want'" [1].

We have been in ongoing discussions with shareholders and value the feedback we have received.  We look forward to continuing these conversations and are committed to doing what is in the best interest of all Darden shareholders. 

With regard to the April 11 report issued by Glass, Lewis & Co. regarding Starboard's consent solicitation, the Company stated:

The Glass Lewis report does not give appropriate consideration to the facts, including Darden's actual operating and financial performance and value creation initiatives, and the assertions regarding Darden's record of engagement are demonstrably false.  Further, the conclusions reach far beyond the question of whether to call a Special Meeting, which is currently the only matter before Darden shareholders.  We are disappointed that Glass Lewis issued this report without meeting any members of Darden's Board of Directors or management team.

All of us at Darden are focused on improving performance and enhancing shareholder value, and we believe the actions we are taking best position the Company to achieve these objectives.

If Darden shareholders have already submitted a white written request card to Starboard supporting the call of a Special Meeting, they can revoke such consent by submitting a BLUE revocation card to the Company today.  If shareholders have not submitted a white written request card to Starboard, shareholders may nevertheless communicate that they do not believe a Special Meeting is necessary or express their opposition to calling a special meeting by submitting the BLUE revocation card to the Company.

Shareholders who have questions regarding the consent solicitation, or need additional assistance, should contact Darden's proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 750-5836.

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