May 7, 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 it has delivered a letter to Darden's Board of Directors (the "Board") following the certification by the independent inspector of elections, IVS Associates, Inc., of the written requests delivered by Starboard to call a Special Meeting from the holders of approximately 57% of the Company's outstanding shares. In the letter, Starboard calls on the Board to stop wasting time and to take this extraordinary shareholder action seriously by immediately providing notice of the Special Meeting without further undue delay.
Starboard 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 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.
The full text of the letter to the Board follows:
May 7, 2014
Darden Restaurants, Inc.1000 Darden Center Drive
32837Attn: Board of Directors
Dear Board of Directors:
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
letter enclosing additional written requests Starboard received from Darden shareholders. As you are aware, the independent inspector of elections, IVS Associates, Inc. ("IVS"), has issued the final, certified voting report confirming that Starboard delivered valid written requests to call the Special Meeting from the holders of approximately 57% of the Company's outstanding shares.
When we delivered the written requests on
, we stated that if the Company had not called the Special Meeting by
May 6, 2014
, it would be a clear signal that the Board does not have good-faith intent to call the Special Meeting in a timely manner. It has now been more than two full weeks since we first delivered the requisite written consents to call the Special Meeting. As you well know, more than the required 50% of consents came through the Broadridge system making it almost certain that the results would be certified by IVS. Nevertheless, now after IVS' certification of the validly delivered written requests, you have no more excuses for continuing to delay calling the Special Meeting.
The owners of the Company have clearly demonstrated that the calling of the Special Meeting is critical for protecting their investment in Darden, and that the "direct engagement" behind closed doors that the Company continues to advocate is not sufficient. Our successful Special Meeting solicitation is a referendum on the desire and need for shareholders to have a say on the Company's proposed separation of Red Lobster. If the Board truly respects the interests and concerns of its shareholders, it would immediately take the necessary steps to expeditiously hold the Special Meeting. Instead, Darden appears intent on continuing to brush off the clear directive of its shareholders. Since we delivered the valid written requests, Darden has now twice stated: