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IVS Voting Report Confirms That Starboard Delivered Written Requests To Call A Special Meeting From Holders Of Approximately 57% Of Darden's Shares

Stocks in this article: DRI

NEW YORK, May 2, 2014 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), one of the largest shareholders of Darden Restaurants, Inc. ("Darden" or the "Company") (NYSE: DRI), with ownership of approximately 5.5% of the outstanding common stock of the Company, today announced that the independent inspector of elections, IVS Associates, Inc., has issued a voting report confirming that Starboard delivered valid written requests to call a special meeting of shareholders of the Company (the "Special Meeting") from the holders of approximately 57% of the Company's outstanding shares.   Starboard also announced today that it has filed preliminary proxy materials with the Securities and Exchange Commission in connection with its solicitation of proxies for the Special Meeting, at which Starboard will present a non-binding resolution urging Darden's Board of Directors (the "Board") not to approve any agreement or proposed transaction involving a Red Lobster separation or spin-off prior to the 2014 Annual Meeting of Shareholders unless such agreement or transaction would require shareholder approval. 

Starboard also announced today that it has delivered a letter to the Board urging the Company to hold the Special Meeting immediately and without unnecessary delay.

The full text of the letter to the Board follows:

May 2, 2014

Darden Restaurants, Inc.1000 Darden Center Drive Orlando, FL 32837Attn: Board of Directors

Dear Board of Directors:

On April 22, 2014, Starboard Value LP ("Starboard") delivered written requests to Darden Restaurants, Inc. ("Darden" or the "Company") to call a special meeting of shareholders (the "Special Meeting") from the holders of more than 55% of the Company's outstanding shares.  On April 25, 2014, Starboard delivered a supplement to its April 22 nd letter enclosing additional written requests Starboard received from Darden shareholders.  Starboard has now delivered written requests to the Company from the holders of approximately 57% of Darden's outstanding shares, well in excess of the 50% required to call the Special Meeting.  Further, on May 2, 2014, IVS released a preliminary certification report confirming that Starboard delivered valid written requests representing approximately 57% of the Company's shares outstanding.

When interpreting these results, it is important to understand that we believe that approximately 20% of the Company's outstanding shares are held by retail investors (who generally have extremely low vote totals) and, based on the short interest in the Company, approximately 10% of the outstanding shares are out on loan and therefore were not eligible to vote as of the record date.  Therefore, given the limited number of shares realistically available to vote, our receipt of written requests from holders of approximately 57% of the Company's outstanding shares clearly demonstrates that the shareholders of Darden overwhelmingly support the calling of the Special Meeting.

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