May 14, 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 statements made last week by
, Darden's VP, Investor Relations, to a group of shareholders attending a lunch in
New York City
, that the Company is on a timetable to complete a sale or spin-off of Red Lobster in June or July. Mr. Stroud also informed the group of shareholders that the Company believes it can delay calling the Special Meeting as far as 60 days from the date of certification of the written requests, and that the Company is not required to hold the Special Meeting thereafter for an additional 60 days. Mr. Stroud's statement is inconsistent with
law, which clearly provides that the initial 60 days to call the Special Meeting starts when the written requests are delivered, not certified. Starboard is disturbed that Darden seems more intent on discussing how it can delay the Special Meeting rather than taking the steps required to hold the Special Meeting.
Mr. Stroud's statements have heightened Starboard's concerns that the Company may now be seeking to hurry through a sale of Red Lobster before holding the Special Meeting. Starboard believes it would be a huge mistake for the Board to rush an irreversible and potentially value-destructive Red Lobster sale at this time, and is urging the Board to either immediately call the Special Meeting or agree to make any Red Lobster transaction subject to shareholder approval.
The full text of the letter to the Board follows: