Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

DARDEN RESTAURANTS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 2026 Annual
Meeting of Shareholders

To be held on September 23, 2026

The Board of Directors (the Board) of Darden Restaurants, Inc. (Darden, the Company, we, us, or our) is soliciting your proxy for use at the Annual Meeting of Shareholders to be held on September 23, 2026 (the Annual Meeting). This Proxy Statement summarizes information concerning the matters to be presented at the Annual Meeting and related information that will help you make an informed vote at the meeting. This Proxy Statement and the proxy card are first being distributed or otherwise furnished to shareholders on or about August 10, 2026. Capitalized terms used in this Proxy Statement that are not otherwise defined are defined in Appendix A to this document.

Proxy Statement Summary

This summary highlights certain information discussed in more detail in this Proxy Statement.

2026 Annual Meeting of Shareholders

Matters Presented for Vote at the Meeting

The matters to be voted upon at this meeting, along with the Board's recommendation, are set forth below.

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About Darden

Darden is a full-service restaurant company, and as of May 31, 2026, we owned and operated 2,202 restaurants through subsidiaries in the United States under the Olive Garden®, LongHorn Steakhouse®, Yard House®, Ruth's Chris Steak House®, Cheddar's Scratch Kitchen®, The Capital Grille®, Chuy's®, Seasons 52®, Eddie V's Prime Seafood®, Bahama Breeze®, and The Capital Burger® trademarks. As of May 31, 2026, we also had 167 restaurants operated by independent third parties pursuant to area development and franchise agreements, four restaurants operating under contractual agreements, and one restaurant we jointly own with a third party and operate independently.

Strategy Summary

Throughout fiscal 2026, our operating philosophy remained focused on strengthening the core operational fundamentals of our business by providing an outstanding guest experience rooted in culinary innovation, attentive service, and an engaging atmosphere enabled by our people. Darden enables each brand to reach its full potential by leveraging our scale, insights, and experience in a way that protects our uniqueness and competitive advantages.

We manage our business organized around One Core Mission and One Driving Philosophy:

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Key Fiscal 2026 Performance Highlights

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Director Highlights

A = Audit C = Compensation F = Finance N = Nominating and Governance ● = Chair  = Member

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Nominee Highlights

Each of our nine director nominees is committed to our core values (integrity and fairness, respect and caring, inclusion and diversity, always learning - always teaching, being "of service," teamwork, and excellence). We seek directors who have an inquisitive and objective perspective, practical wisdom, mature judgment, and a wide range of experience in the business world, all of which we believe will foster diversity of thought. When filling a board vacancy, the initial candidate pool, including any pool developed by a search firm, will include candidates with a range of backgrounds, experiences, and perspectives.

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Corporate Governance Highlights

Our Board seeks to maintain the highest standards of corporate governance and ethical business conduct, including the following highlights:

Executive Compensation Highlights

Our fiscal 2026 compensation programs were designed to create a strong alignment between pay and performance for our executives. Highlights of our executive compensation programs include:

We have included a detailed Executive Summary in the "Compensation Discussion and Analysis" section of this Proxy Statement.

Sustainability Highlights

We are committed to protecting our planet for future generations and sourcing food with care.

We track and report to our management and the Board on the following metrics annually:

 Climate - Greenhouse Gas (GHG) Emissions (Scope 1 & 2)

 Energy - Average Usage per Restaurant

 Water - Average Usage per Restaurant

 Waste - Recycling Rate

We are committed to providing disclosure to our shareholders on these and other sustainability metrics. We disclose these metrics on our corporate website, www.darden.com, and we include GHG emissions disclosure in our annual report on Form 10-K and in our annual Impact Report, which is downloadable from the Our Impact section of our website at www.darden.com.

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We assess climate-related risks and environmental impacts across our operations and supply chain through diligent risk assessments, transparent disclosures, and collaborative engagement with suppliers and other stakeholders.

We have increased the robustness of assessments and the disclosure of environmental metrics as follows:

The outcomes from the progress we are making will inform strategy and action in the areas of energy, GHG emissions, waste, and water for Darden's operations and our supply chain. Environmental disclosures are reported in our annual Impact Report, which is downloadable from the Our Impact section of our website at www.darden.com.

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We take animal welfare very seriously. A key tenet of our approach is to work with protein suppliers who are committed to the improvement of animal welfare. We have a responsibility to ensure that animals are treated with respect and care in the process of providing nutritious food that is served in our restaurants. Our Animal Welfare Policy defines Darden's position and outlines our approach and strategy in this area.

In 2019, we established an Animal Welfare Council, which unites a cross-functional group of leaders in our Total Quality, Sustainability, Communications, Government Relations, Legal, and Supply Chain departments, leading animal welfare academics, and thought leaders with expertise in the care of animals in food supply chains. This group supports Darden in our continued efforts to improve animal welfare outcomes and has crafted a framework and process for working with protein suppliers on key welfare areas defined within our Animal Welfare Policy.

In fiscal 2024, we launched a two-year pilot project, developed by our Animal Welfare Council, to work with a majority of our poultry suppliers to identify, collect, and evaluate key welfare indicators (KWIs) that reflect the health of the environment in which broiler chickens live, their quality of nutrition, and level of care from hatch to processing. The KWIs we identified for this pilot program are: footpad scoring, leg bruising, broken or dislocated wings, dead on arrivals, acceptable bird placement, method of stunning, stun effectiveness, knife effectiveness, and postmortem inspection. In fiscal 2025, data collected through the pilot was reviewed and analyzed by leading welfare and sustainability experts to help identify opportunities to support improved farm management practices among our broiler chicken partners. In fiscal 2026, we completed the pilot, and using the information gathered, we are working to establish a baseline and data collection process to support continued collaboration with our suppliers and measurement of outcomes-based KWIs.

Additional measures we take to ensure best practices in our food sourcing include:

Please visit the Our Impact section of our website at www.darden.com for updates on our animal welfare efforts and to review our Food Principles and Animal Welfare Policy.

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Human Capital Highlights

Our History Shapes Our Commitment

When our founder Bill Darden opened his first restaurant in 1938, he built the Company around a simple principle: provide opportunities to individuals who were willing to work hard, work smart, and grow with the Company - without regard to race, gender, or background. We continue to embrace Bill Darden's legacy by prioritizing our team members, who are central to our success and an important competitive advantage. To support this commitment, we execute a People Strategy centered on four strategic imperatives: Hire, Train, Reward, and Retain.

We track and assess a variety of human capital metrics to evaluate our progress against these imperatives. The Board reviews and evaluates the Company's human capital metrics, strategic objectives, and other workforce-related initiatives as part of its oversight of our People Strategy. In fiscal 2026, our People Strategy supported the promotion of 1,374 hourly restaurant team members into management positions. We also promoted 329 General Managers/Managing Partners and 26 Directors of Operations from within the Company during fiscal 2026.

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Additional highlights of the composition of our team are set forth below:

Consistent with our core values of respect, caring, and teamwork, we have established programs to support our team members when they may need it most. One such program is the Darden At Your Service (D.A.Y.S.) program, a free, confidential benefit designed to support team members and their families as they navigate life's challenges.

Key features of the D.A.Y.S. program include mental health counseling for team members and their families, including a helpline that is available 24 hours a day, seven days a week that connects participants with a licensed clinician. The program also provides up to eight in-person or virtual therapy sessions per issue, per year, and up to eight weeks of text-based therapy with a licensed counselor per issue, per year. In addition, D.A.Y.S. offers professional referrals for work-related needs or personal needs, such as child or elder care, adoption, home repair, and personal health and wellness. Based on available participation data for fiscal 2026, participation in the D.A.Y.S. program ranged from approximately 18% to 20% of our team members.

We believe our continued focus on hiring, training, rewarding, and retaining talented team members strengthens our culture, supports operational excellence, and enhances the guest experience. We remain committed to investing in our team members and maintaining a workplace where they have opportunities to grow, contribute, and succeed.

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Corporate Governance and Board Administration

Commitment to the Highest Standards of Corporate Governance and Ethical Business Conduct

Corporate governance guidelines, policies, and practices are the foundation for the effective and ethical governance of all public companies. Our Board is committed to the highest standards of corporate governance and ethical business conduct, including providing accurate information with transparency and complying fully with the laws and regulations applicable to our business. The Company's corporate governance structure is designed to ensure that the Company's policies and practices are aligned with shareholder interests and corporate governance best practices. Executive management supports the Board's commitment to transparency through ongoing shareholder outreach efforts, including opportunities for shareholders to engage in dialogue with us on our corporate governance practices and discuss other areas of interest or concern. Our corporate governance practices are governed by our Articles of Incorporation, Bylaws, Corporate Governance Guidelines, Board committee charters, Shareholder Communication Procedures, Codes of Business Conduct and Ethics, and Insider Trading Policy. You can access these documents at www.darden.com under Investors - Governance to learn more about the framework for our corporate governance practices. Copies are also available in print, free of charge, to any shareholder upon written request addressed to our Corporate Secretary.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that specifically address the Company's key governance practices and policies. The Nominating and Governance Committee of the Board oversees governance issues and recommends changes to the Company's governance guidelines, policies, and practices as appropriate. Our Corporate Governance Guidelines cover many important topics, including:

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The Corporate Governance Guidelines also include policies on certain subjects, including those that:

Director Independence

Our Corporate Governance Guidelines require that at least two-thirds of the Board be independent directors, as defined under the rules (the NYSE Rules) of the New York Stock Exchange (NYSE). The NYSE Rules and Rule 10A-3 under the Exchange Act include the additional requirements that members of the Audit Committee may not accept directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries other than their director compensation and may not be affiliated with the Company or its subsidiaries. The NYSE Rules and Rule 10C-1 under the Exchange Act provide that when determining the independence of members of the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to the director's ability to be independent from management in connection with Compensation Committee duties, including, but not limited to, consideration of the sources of compensation of Compensation Committee members, including any consulting, advisory, or other compensatory fees paid by the Company, and whether any Compensation Committee member is affiliated with the Company or any of its subsidiaries or affiliates. Compliance by Audit Committee members and Compensation Committee members with these requirements is separately assessed by the Board.

The Board has reviewed, considered, and discussed each current director's relationships, both direct and indirect, with the Company in order to determine whether each director meets the independence requirements of the applicable sections of the NYSE Rules (there are no nominees for election as directors at the Annual Meeting who are not current directors). The Board has affirmatively determined that, other than Mr. Cardenas, who is employed by the Company, eight of the nine nominees (Mmes. Atkins, Chugg, and Jamison and Messrs. Fogarty, Kenningham, Simon, Sonsteby, and Wilmott) have no direct or indirect material relationship with the Company (other than their

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service as directors) and qualify as independent under the NYSE Rules. The Board has also affirmatively determined that each member of the Audit Committee and the Compensation Committee meets the applicable requirements of the NYSE Rules and the Exchange Act.

In making independence determinations, the Board considers that in the ordinary course of business, transactions may occur between the Company, including its subsidiaries, and entities with which some of our directors are or have been affiliated. The Board has concluded that any such transactions were immaterial in fiscal 2026.

Related Party Transactions

The Company's Corporate Governance Guidelines include a policy pertaining to related party transactions in which Interested Transactions with a Related Party, as those terms are defined below, are prohibited without prior approval of the Board. The Nominating and Governance Committee will review the material facts of a proposed transaction and make a recommendation to the Board, and the Board, after reviewing the material facts of the proposed transaction, will either approve or disapprove of the transaction. In making its determination, the Board considers whether the Interested Transaction is in, or not inconsistent with, the best interests of the Company and its shareholders and whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, as well as the extent of the Related Party's interest in the transaction. A director may not participate in any discussion or approval of an Interested Transaction for which he or she is a Related Party, except to provide all material information as requested. Only those directors who meet the requirements for designation as a "qualified director" under the Florida Business Corporation Act will participate in the approval of an Interested Transaction. If an Interested Transaction will be ongoing, the Board may establish guidelines for the Company's management to follow in its dealings with the Related Party.

An "Interested Transaction" as defined in the policy is any transaction, arrangement, or relationship (or series of similar transactions, arrangements, or relationships) in which (i) the amount involved exceeds $120,000 in any fiscal year, (ii) the Company is a participant, and (iii) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity), but does not include any salary or compensation paid by the Company to a director or for the employment of an executive officer that is required to be reported in the Company's proxy statement (or that would have been so reported if the executive officer was a "named executive officer" as that term is defined in the rules of the SEC).

A "Related Party" as defined in the policy is any (i) person who is or was since the beginning of the last fiscal year an executive officer, director, or nominee for election as a director of the Company, (ii) beneficial owner of more than five percent of the Company's common stock, or (iii) immediate family member of any of the foregoing.

An "immediate family member" as defined in the policy is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person in question and any person (other than a tenant or employee) sharing the household of the person in question.

There are no Interested Transactions or related party transactions or relationships required to be reported in this Proxy Statement under Item 404 of the SEC's Regulation S-K.

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Director Election Governance Practices

We do not have a "classified board" or other system where directors' terms are staggered; instead, our full Board is elected annually. The Company's Bylaws provide that in an uncontested election, each director will be elected by a majority of the votes cast; provided that, if the election is contested, the directors will be elected by a plurality of the votes cast. In an uncontested election, if a nominee for director who is a director at the time of election does not receive the vote of at least the majority of the votes cast at any meeting for the election of directors at which a quorum is present, the director will promptly tender his or her resignation to the Board and remain a director until the Board appoints an individual to fill the office held by such director.

The Nominating and Governance Committee will recommend to the Board whether to accept or reject the tendered resignation or whether other action should be taken. The Board is required to act on the tendered resignation, taking into account the Nominating and Governance Committee's recommendation, and publicly disclose (by a press release, a filing with the SEC, or other broadly disseminated means of communication) its decision and the rationale within 90 days from the date of certification of the election results. If a director's resignation is not accepted by the Board, such director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If a director's resignation is accepted by the Board, then the Board, in its sole discretion, may fill the vacancy or decrease the size of the Board. To be eligible to be a nominee for election or reelection as a director of the Company, a person must deliver to our Corporate Secretary a written agreement that he or she will abide by these requirements.

Under our Bylaws, the Board will consist of not less than three nor more than fifteen members as determined from time to time by resolution of the Board. The Board currently consists of nine members, all of whom have agreed to stand for re-election at the 2026 Annual Meeting.

Board Leadership Structure

Our Board believes that it is important to retain the flexibility to allocate the responsibilities of the Chair and the CEO in a way that it considers to be in the best interests of the Company and our shareholders. The Company's Corporate Governance Guidelines provide that the positions of Chair of the Board and CEO may, in the judgment of the Board, be combined, and if the Chair position is held by the CEO or another non-independent director, then the independent directors will choose a Lead Independent Director from among the independent directors. The Board believes that the decision as to whether the same person should serve in the roles of Chair and CEO should be made by the Board, from time to time, in its business judgment after considering the relevant factors, including the specific needs of the business and the best interests of the shareholders.

The Board believes that separating the roles of CEO and Chair is the proper structure for our Company at this time. In September 2023, Ms. Jamison, an independent director, was elected to serve as Chair of the Board. As Chair, Ms. Jamison brings governance experience, including service as an independent chair of other public company boards, deep knowledge of our financial reporting and risk oversight processes from serving as the Chair of our Audit Committee for eight years, as well as independent oversight and expertise from outside the Company and industry. Our President and CEO, Mr. Cardenas, brings a long history of Company management experience in areas including finance, operations, strategy, and prior service as Chief Financial Officer of the Company.

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The Company's Corporate Governance Guidelines provide that the Chair will preside at meetings of the Board, except that when the Chair and CEO roles are combined, the Lead Independent Director will preside at the Board's executive sessions of independent directors. The Chair or, when the Chair and CEO roles are combined, the Lead Independent Director, approves Board meeting agendas, including approving meeting schedules to assure that there is sufficient time for discussion of all agenda items and other information sent to the Board, advises the committee chairs with respect to agendas and information needs relating to committee meetings, serves as liaison between the CEO and the independent directors, has the authority to call meetings of the independent directors as he or she deems appropriate, and is available for consultation and direct communications if requested by major shareholders. The Chair and the Lead Independent Director, as applicable, will perform other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities. The independent directors may meet without management present at any other times as determined by the Chair or, when the Chair and CEO roles are combined, the Lead Independent Director.

Succession Planning

The Board is actively engaged and involved in talent management. The Board reviews the Company's People Strategy in support of its business strategy at least annually. This includes a detailed discussion of the Company's leadership bench and succession plans with a focus on key positions at the senior leadership level. Annually, the CEO provides the Board with an assessment of senior executives and their potential to succeed him and an assessment of persons considered successors to senior executives. The Nominating and Governance Committee also recommends policies regarding succession in the event of an emergency impacting the CEO or the planned retirement of the CEO. Strong potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board reviews and evaluates human capital metrics, strategic objectives, and other initiatives with respect to the overall workforce, including talent acquisition, development, and workforce composition.

Director Education

To foster our value of "always learning - always teaching," our Corporate Governance Guidelines encourage ongoing director education. Upon initial election to the Board of Directors, the Company's management provides a comprehensive orientation program, including materials and briefing sessions, to educate new directors about the Company's business and other matters relevant to their responsibilities and duties. Directors may also participate in external continuing education programs of their own selection at the Company's expense. In addition, the Board receives regular updates from management and external experts regarding new developments in corporate governance, legal and regulatory matters, or other relevant topics from time to time.

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Board Role in Oversight of Risk Management

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Compliance and Ethics Office and Codes of Business Conduct and Ethics

Our Compliance and Ethics Office (Compliance Office), with the support of our management and Board, aims to ensure that all of our employees, business partners, franchisees, and suppliers adhere to high ethical business standards, and is under the direction of our Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary. At the core of the Compliance Office is Darden's Code of Conduct that applies to all Company employees (Employee Code of Conduct). We also have a Code of Ethics for CEO and Senior Financial Officers (CEO and Senior Financial Officer Code of Ethics) that highlights specific responsibilities of our CEO and senior financial officers, and a Code of Business Conduct and Ethics for Members of the Board of Directors (Board Code of Conduct, and together with the Employee Code of Conduct and the CEO and Senior Financial Officer Code of Ethics, our Codes of Business Conduct and Ethics). A major objective of the Compliance Office is to educate and raise awareness of our Employee Code of Conduct, applicable regulations, and related policies. Our Codes of Business Conduct and Ethics are posted on our website at www.darden.com under Investors - Governance. We require all of our officers, director-level employees, and certain other employees to complete an annual training course and certification regarding compliance with the Employee Code of Conduct and other Company policies. Any amendment to, or waiver of, the Codes of Business Conduct and Ethics as they relate to a member of the Board of Directors, the CEO, the Chief Financial Officer, any senior financial officer, or any executive officer listed in the "Stock Ownership of Management" section of this Proxy Statement will be disclosed promptly by posting such amendment or waiver on our website at www.darden.com under Investors - Governance.

We promote ethical behavior by encouraging our employees to talk to supervisors or other appropriate personnel when in doubt about the best course of action in a particular situation. To encourage employees to raise questions and report possible violations of laws or our Codes of Business Conduct and Ethics, we will not allow retaliation for reports made in good faith. We provide a confidential hotline to allow employees to confidentially and anonymously report concerns regarding questionable accounting behavior. We are also committed to promoting compliance and ethical behavior by the third parties with whom we conduct business and have implemented Codes of Business Conduct that are acknowledged by our international franchisees and certain suppliers.

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Executive Officers of the Registrant

Our executive officers as of the date of this Proxy Statement are listed below.

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Proposal 1

Election of Nine Directors from the Named Director Nominees

Our Board of Directors currently has nine members, and each director stands for election every year. The Nominating and Governance Committee believes that a nine member Board of Directors is currently appropriate for Darden. In keeping with good governance practices, the Board will continue to seek a diversity of talent and experience to draw upon and to ensure its ability to appropriately staff the various committees of the Board. The Board also will continue to self-evaluate and to consider various matters as to its size. As appropriate, the Board may determine to increase or decrease its size, including in order to facilitate Board refreshment and succession planning and to accommodate the availability of an outstanding candidate.

The following nine director nominees are standing for election at this 2026 Annual Meeting of Shareholders to hold office until the 2027 Annual Meeting of Shareholders or until their successors are elected and qualified. All were nominated at the recommendation of our Nominating and Governance Committee, and all have previously served on the Board. Each of the director nominees has consented to being named in this Proxy Statement and to serve as a director if elected. If a director nominee is not able to serve, proxies may be voted for a substitute nominated by the Board. However, we do not expect this to occur.

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Board Nominees

The following information is as of the date of this Proxy Statement. Included is information provided by each nominee, such as his or her age, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the specific information presented below regarding the experience, qualifications, attributes, and skills that led our Board to the conclusion that the nominee should serve as a director, we also believe that each of our director nominees has a reputation for integrity, honesty, and adherence to high ethical standards. Darden's mission is to be financially successful through great people consistently delivering outstanding food, drinks, and service in an inviting atmosphere making every guest loyal. This mission is supported by our core values of integrity and fairness, respect and caring, inclusion and diversity, always learning - always teaching, being "of service," teamwork, and excellence. As noted in our Corporate Governance Guidelines, our directors should reflect these core values, possess the highest personal and professional ethics, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom, and mature judgment, and we believe each of our director nominees possesses these criteria.

Board Summary

9 Nominees

Our Board brings a broad range of perspectives, skills, experience, and expertise. The graphics below highlight key aspects of our Board's composition, including director independence, racial/ethnic and gender diversity, and tenure.

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Board Nominee Experience and Expertise Matrix

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Biographies

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Proposal 2

Advisory Approval of the Company's Executive Compensation

In accordance with Section 14A of the Exchange Act, the Board asks shareholders for non-binding advisory approval of the Company's executive compensation on an annual basis. Accordingly, we are asking our shareholders to provide an advisory, nonbinding vote to approve the compensation awarded to our NEOs, as we have described it in the "Compensation Discussion and Analysis" and "Executive Compensation" sections of this Proxy Statement.

As described in detail in the "Compensation Discussion and Analysis" section, the Compensation Committee oversees the executive compensation program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect Darden's circumstances and to promote the main objectives of the program. These objectives include: to help us attract, motivate, reward, and retain superior leaders who are capable of creating sustained value for our shareholders, and to promote a performance-based culture that is intended to align the interests of our executives with those of our shareholders.

We are asking our shareholders to indicate their support for our NEO compensation. We believe that the information we have provided in this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that management's interests are aligned with our shareholders' interests to support long-term value creation.

You may vote for or against the following resolution, or you may abstain. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies, and procedures described in this Proxy Statement.

Resolved, that the compensation awarded to Darden's NEOs for fiscal 2026, as disclosed in this Proxy Statement pursuant to SEC rules, including in the "Compensation Discussion and Analysis" section, compensation tables, and related narrative discussion, is hereby APPROVED.

While this vote is advisory and not binding on our Company, the Board and the Compensation Committee expect to consider the outcome of the vote, along with other relevant factors, when considering future executive compensation decisions.

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Proposal 3

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm. The Audit Committee has appointed KPMG LLP (KPMG) as our independent registered public accounting firm for the fiscal year ending May 30, 2027. KPMG has served as our independent registered public accounting firm continuously since 1996.

The Audit Committee annually reviews KPMG's qualifications, performance, independence, and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the Audit Committee considers a number of factors, including:

In order to assure continuing auditor independence, in conjunction with the assessment above and the mandated rotation of the audit firm's lead engagement partner, the Audit Committee and its chair are involved when the selection of a new lead engagement partner is required. In addition, the Audit Committee is responsible for the audit fee negotiations with KPMG.

Based on its annual review, the Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company's independent registered public accounting firm is in the best interests of the Company and its shareholders.

Shareholder approval of this appointment is not required, but the Board is submitting the selection of KPMG for ratification in order to obtain the views of our shareholders. If the appointment is not ratified, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee, which is solely responsible for appointing and terminating our independent registered public accounting firm, may in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be in attendance online at the Annual Meeting and will be given an opportunity to make a statement and to respond to appropriate questions by shareholders.

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Proposal 4

Shareholder Proposal Requesting the Company's Board of Directors to Adopt a Policy Requiring the Board to Review and Disclose Findings When a Director Receives Support Below 80% in An Uncontested Election

The Accountability Board ("TAB"), 401 Edgewater Place, Suite 600, Wakefield, MA 01880, has notified us that TAB intends to present the following proposal for consideration at the Annual Meeting. As of April 2, 2026, TAB has continuously held at least $2,000 in market value of Darden securities for at least three years. In accordance with federal securities regulations, we have included the text of the proposal and supporting statement exactly as submitted by TAB. We are not responsible for the content of the proposal and the supporting statements or any inaccuracies they may contain.

THE ACCOUNTABILITY BOARD'S PROPOSAL AND SUPPORTING STATEMENT:

RESOLVED: Shareholders ask the Board to take the necessary steps to adopt and disclose a policy providing that if any director fails to receive at least 80% of the votes cast in an uncontested election, the Board's independent directors will conduct a formal review of the circumstances underlying such vote, and publicly disclose, omitting proprietary information, a summary of findings and any responsive actions taken.

SUPPORTING STATEMENT:

Director elections are the primary mechanism through which shareholders respond to Board performance and thus serve as an important accountability tool that incentivizes directors to maintain high oversight standards year-round. But this ex ante accountability can be significantly enhanced with a modest improvement to the process.

For context, elections are essentially process-triggering events in which voting produces defined governance consequences.

For instance, if a director doesn't receive a majority of votes cast in an uncontested election: (1) their resignation is tendered, (2) the Board considers it, (3) the Board accepts or rejects it, then (4) the director continues to serve or doesn't.

It's binary though: If a director faces substantial shareholder opposition but still wins-even with just 50.1% of the votes-no structured procedural response is triggered.

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The Board needn't assess the reasons for the outcome, consider whether it reflects underlying governance or performance concerns, or communicate any response whatsoever to shareholders. This creates a governance blind spot in which meaningful dissent is visible, but the Board's response-if any-is not.

The blind spot can, however, be addressed by extending the process-triggering nature of elections beyond a binary outcome: when shareholder opposition reaches a significant level, the independent directors assess the underlying concerns and transparently respond.

Specifically, 20% is already recognized as a material signal. As Glass Lewis says: "Many investors view a 20% [opposition] threshold as significant enough to warrant a close examination of the underlying issues and an evaluation of whether the board responded appropriately following the vote," particularly in the case of director elections.

Importantly, this proposal doesn't mandate removal or other remedial actions, nor constrain the Board's substantive discretion. It asks only that meaningful shareholder dissent be addressed as a governance event warranting serious evaluation and transparent response.

Even if never (or rarely) triggered, attaching such procedural consequences to significant dissent

strengthens accountability by creating a continuous incentive for directors to maintain high oversight standards year-round. This enhances governance without undermining Board authority, improves feedback between shareholders and directors, and ensures significant shareholder signals aren't merely observed, but acted on at the highest level.

Many now-standard governance practices-from simple majority voting to shareholders being able to call special meetings-further accountability not through mandated outcomes, but through process design.

This proposal extends that principle to elections, so that significant shareholder dissent reliably produces structured review and transparent response, thereby substantially improving the utility of elections. Its adoption would be an important natural step in the evolution of modern governance. For these reasons, we believe support is warranted.

BOARD OF DIRECTORS' RESPONSE:

The Board recommends a vote AGAINST this proposal.

The Board of Directors has carefully considered this proposal and has determined that it is not in the best interests of our shareholders.

Darden's existing corporate governance framework already promotes accountability and responsiveness.

The Company's Board of Directors is committed to the highest standard of corporate governance and meaningful shareholder engagement. The Company's existing corporate governance structure is designed to ensure that the Company's corporate governance policies and practices are aligned with shareholder interests, corporate governance best practices, and director accountability through the following mechanisms:

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In addition, the Company routinely engages with shareholders, including the proponent, on a wide range of matters, including governance-related matters. We believe these existing practices address the proposal's stated objectives without adopting a rigid, one-size-fits-all policy.

Darden's director election results demonstrate consistently strong director support.

Darden's directors have historically received strong shareholder support. Over the past five annual meetings, the lowest levels of support received by any director were 91.73% of votes cast in 2021 and 94.23% of votes cast in 2022, both well above the proposal's 80% threshold. Given our historical voting results, the requested policy would be unlikely to be triggered and is therefore effectively a solution in search of a problem that does not exist.

The proposal's 80% threshold is arbitrary.

The proposal's 80% threshold is an arbitrary trigger that does not reflect the inherently contextual nature of director election voting. Director vote outcomes can be influenced by factors unrelated to an individual nominee's performance or qualifications, including issue-specific campaigns, evolving market practices, and external voting policies applied broadly across industries. A mechanical trigger could therefore compel a formalized process and public reporting even when the Board determines a different response is more appropriate based on the specific facts and circumstances. In addition, while proxy advisory firms and investors may consider elevated opposition as a data point among other factors they evaluate, such assessments are inherently context-specific and do not operate as a bright-line mandate requiring standardized public reporting after any particular percentage outcome. Adopting a threshold-based policy without considering context would be misguided and could shift time and resources toward checking a procedural box rather than addressing shareholder feedback in more constructive ways.

Moreover, a bright-line reporting threshold is inconsistent with market practice. As discussed above, the Company's Bylaws already provide a meaningful and widely adopted safeguard: any director failing to receive a majority of votes cast in an uncontested election must tender his or her resignation, and the Board must publicly disclose its determination regarding that resignation. In its 2026 Benchmarking Guidelines, Glass Lewis notes that, as of 2025, approximately 88% of the S&P 500 companies have adopted similar majority-vote resignation policies, which underscores that a majority threshold, rather than an 80% trigger, is the established benchmark for enhanced board accountability and disclosure. Replacing this well-understood, context-sensitive framework with an arbitrary, supermajority threshold risks elevating form over substance and diverting attention from more effective shareholder engagement.

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A mandated public findings report is not a constructive response mechanism.

Darden believes the most effective way to address shareholder questions or concerns is through direct engagement and context-specific action, not a standardized public narrative tied to an arbitrary numeric threshold. A requirement to publicly disclose a summary of internal "findings" and "responsive actions" could encourage a compliance-oriented exercise that may oversimplify or ignore nuanced circumstances, potentially chill candid Board deliberations, and create avoidable litigation and disclosure risks, including disputes about whether any required disclosure was sufficiently complete, appropriately characterized, or consistent with confidentiality and privilege considerations.

The Board believes it is in shareholders' best interests to preserve the Board's flexibility to respond through the most effective channels, which include direct shareholder engagement, governance enhancements, committee oversight adjustments, and Board refreshment considerations.

The Board remains committed to the highest standards of governance, meaningful shareholder engagement, and director accountability. Because Darden already reviews voting outcomes, regularly engages with shareholders, and has governance mechanisms that promote accountability and responsiveness, the Board believes the proposal is unnecessary and not in the best interests of shareholders.

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Meetings of the Board of Directors and its Committees

Board of Directors

Meetings. At the 2025 Annual Meeting, the following nine directors were elected to the Company's Board of Directors: Margaret Shân Atkins, Ricardo Cardenas, Juliana L. Chugg, James P. Fogarty, Cynthia T. Jamison, Daryl A. Kenningham, William S. Simon, Charles M. Sonsteby, and Timothy J. Wilmott. During the fiscal year ended May 31, 2026, the Board met four times. For the period of his or her Board service in fiscal 2026, each incumbent director attended at least 75 percent of the aggregate of the total number of meetings of the Board and the standing committees on which the director served.

Communications with Board. We believe that communication among the Board, shareholders, and other interested parties is an important part of our corporate governance process. To this end, the Board has adopted Shareholder Communication Procedures that are available at www.darden.com under Investors - Governance. In general, shareholders and other interested parties may send communications to the attention of the Board, any individual director, or the non-employee directors as a group, through the Chair. Communications may be sent in writing or via email to: Cynthia T. Jamison, Chair, Darden Restaurants, Inc., c/o Lindsay L. Koren, Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, 1000 Darden Center Drive, Orlando, Florida 32837, email: [email protected].

The Corporate Secretary will act as agent for the Chair in facilitating direct communications to the Board. The Corporate Secretary will review, sort, and summarize the communications. The Corporate Secretary will not, however, "filter out" any direct communications from being presented to the Chair without instruction from the Chair, and in such event, any communication that has been filtered out will be made available to any non-employee director who asks to review it. The Corporate Secretary will not make independent decisions with regard to what communications are forwarded to the Chair. The Corporate Secretary will send a reply to the sender of each communication acknowledging receipt of the communication.

Identifying and Evaluating Director Nominees. Our Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our Bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Protocol is available at www.darden.com under Investors - Governance, as Appendix A to the Nominating and Governance Committee Charter.

Under the Director Nomination Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of our shareholders. Director candidates should be committed to our core values (integrity and fairness, respect and caring, inclusion and diversity, always learning - always teaching, being "of service," teamwork, and excellence) and have an inquisitive and objective perspective, practical wisdom, mature judgment, and a wide range of experience in the business world. We also will consider the candidate's independence under applicable NYSE listing standards and our Corporate Governance Guidelines. In identifying and evaluating nominees for the Board, the Board assesses the background of each candidate in a number of different ways, including a wide variety of qualifications, attributes, and other factors, and recognizes that diverse viewpoints and experiences enhance the Board's effectiveness.

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When reviewing and making initial recommendations on new candidates, the Nominating and Governance Committee considers how each prospective member's unique background, expertise, and experience will contribute to the Board's overall perspective and ability to govern. In identifying or selecting nominees for the Board, the Company's Corporate Governance Guidelines and the Director Nomination Protocol provide that the Company seeks Board members who will bring to the Board a deep and wide range of experience in the business world and who have diverse problem-solving talents. We seek people who have demonstrated high achievement in business or another field and who are well positioned to provide strategic support and guidance for the Company. The Company strives to maintain a Board that reflects gender, ethnic, racial, and other diversity, and also fosters diversity of thought.

The Nominating and Governance Committee will identify potential candidates to recommend to the full Board, and a search firm may be engaged to identify additional candidates and assist with initial screening. The Nominating and Governance Committee will ensure that the initial candidate pool for any vacancy on the Board, including any pool developed by a search firm, will include candidates with diversity of gender, race and/or ethnicity. The Nominating and Governance Committee and the Chair of the Board will perform the initial screening and review the credentials of all candidates to identify candidates that they feel are best qualified to serve. The Chair of the Nominating and Governance Committee, working with the Chair of the Board, will obtain background and reference information, as appropriate, for the candidates under consideration. The Nominating and Governance Committee will review all available information concerning the candidates' qualifications and, in conjunction with the Chair of the Board, will identify the candidate(s) they feel are best qualified to serve on the Company's Board. The Chair of the Nominating and Governance Committee, the CEO, and the Chair of the Board (or the Chair of the Board's delegate from the Board) will meet with the leading candidates to further assess their qualifications and fitness, and to determine their interest in joining the Board. Following the meeting, the Board member participants and the Chair of the Board will make a recommendation concerning the candidate to the Nominating and Governance Committee, which will consider whether to recommend the candidate to the full Board for election.

Director Candidates Recommended by Shareholders. The Nominating and Governance Committee will consider candidates recommended by shareholders. The procedures that shareholders should use to nominate directors are provided in our Bylaws. There are no differences in the manner of evaluation if the nominee is recommended by a shareholder.

Director Attendance at Annual Meeting of Shareholders. Our Corporate Governance Guidelines provide that directors are expected to attend all scheduled Board and committee meetings and the annual meeting of shareholders. Each of the directors standing for reelection this year who was then in office attended the 2025 Annual Meeting.

Board Committees and Their Functions

General. Our Board has four standing committees that operate under charters adopted by the Board: Audit, Compensation, Finance, and Nominating and Governance. Each charter is available at www.darden.com under Investors - Governance. Copies are available in print free of charge to any shareholder upon written request addressed to our Corporate Secretary. Each member of every committee is an independent director as defined in our Corporate Governance Guidelines, the NYSE listing standards, and the Exchange Act requirements. All Board committees have the authority to retain outside advisors. Unless otherwise required by applicable laws, regulations, or listing standards, all major decisions are considered by the Board as a whole.

Audit Committee. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. In fiscal 2026, the Audit Committee consisted of five members. Ms. Atkins served as

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Chair of the Audit Committee during fiscal 2026, and Ms. Chugg and Messrs. Kenningham, Simon, and Sonsteby also served as members of the Committee during fiscal 2026.

The Board has determined that Ms. Atkins and Messrs. Kenningham, Simon, and Sonsteby are each an "audit committee financial expert" as such term is defined by SEC rules, and therefore possess financial management expertise as required of at least one Audit Committee member by the NYSE listing standards. In addition, the Board has determined that all members of the Audit Committee are financially literate and independent under the audit committee NYSE listing standards. The Audit Committee met eight times during fiscal 2026 and has sole responsibility for appointing and terminating our independent registered public accounting firm. The Audit Committee's primary purpose is to assist the Board in its oversight responsibilities to shareholders, specifically with respect to:

Some of the Audit Committee's specific responsibilities include the following:

Another purpose of our Audit Committee is to furnish the report required by the SEC's proxy rules that appears below in this Proxy Statement under the heading "Audit Committee Report."

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Compensation Committee. The Compensation Committee consisted of three members during fiscal 2026. Mr. Wilmott served as the Chair, and Messrs. Kenningham and Simon also served as members of the Committee during fiscal 2026.

The Compensation Committee met five times during fiscal 2026. The primary responsibilities of our Compensation Committee include the following:

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The Compensation Committee may delegate its powers under the 2015 Plan to one or more directors, including a director who is also a senior executive officer of Darden, except that the Compensation Committee may not delegate its powers under the 2015 Plan with regard to our executive officers or directors who are subject to Section 16 of the Exchange Act. Under its charter, the Compensation Committee may delegate any of its administrative responsibilities under our compensation and benefit plans, subject to the applicable rules of the SEC, NYSE, and the Internal Revenue Service, to any other person or persons, to the extent permitted by law.

See "Compensation Discussion and Analysis - Process for Determining Executive Compensation - Independent Consultant" for information with regard to the role of independent consultants in the Compensation Committee's decision-making process.

Finance Committee. The Finance Committee consisted of three members during fiscal 2026, with Mr. Fogarty serving as the Chair and Messrs. Sonsteby and Wilmott also serving as members throughout fiscal 2026.

The Finance Committee met four times during fiscal 2026. The primary responsibilities of our Finance Committee are to:

40 Darden Restaurants, Inc.

Nominating and Governance Committee. The Nominating and Governance Committee consisted of four members during fiscal 2026. Ms. Chugg served as the Chair, and Ms. Atkins and Messrs. Fogarty and Sonsteby also served as members.

The Nominating and Governance Committee met four times during fiscal 2026. The primary responsibilities of the Nominating and Governance Committee are to:

Among the Nominating and Governance Committee's other specific duties, it also is responsible for:

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The Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our Bylaws, describes the process by which we intend to fill Board vacancies and add new members to the Board. The Nominating and Governance Committee also considers questions of possible conflicts of interest involving our directors and our senior executive officers and recommends to the Board those directors determined to satisfy the requirements for "independence" as set forth in our Corporate Governance Guidelines and the NYSE listing standards.

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Director Compensation

Compensation of Non-Employee Directors

The terms of the Director Compensation Program apply to all directors who are elected to the Board and are not employees of the Company or any of its subsidiaries. Directors who also are our employees do not receive additional compensation for serving on the Board. Shares for equity awards pursuant to the Director Compensation Program are drawn from our shareholder-approved equity compensation plan in effect at the time and pursuant to which we are authorized to grant share-based awards to directors. Currently, grants of share-based awards to directors are made from the 2015 Plan. All of our non-employee directors have been determined by the Board to be independent under applicable NYSE listings standards and our Corporate Governance Guidelines.

Our Nominating and Governance Committee periodically reviews our Director Compensation Program and recommends any changes to the Board for approval. The Nominating and Governance Committee acts with the assistance of Pearl Meyer and Partners (Pearl Meyer), the Board's independent compensation consultant. Pearl Meyer provides market data on director compensation programs at comparable companies, including companies in the peer groups described in the "Compensation Discussion and Analysis" section of this Proxy Statement.

Current Director Compensation Program

Our current Director Compensation Program, which has been in effect since September 2024, is set forth below.

The annual cash retainers are due and paid quarterly, in arrears, unless the director elects to defer the payment. Directors may elect to receive, in lieu of their cash compensation, immediately vested RSUs

2026 Proxy Statement 43

of equal value to the annual cash retainer. If the director chooses to defer payment by receiving RSUs, he or she will receive dividend equivalents on such RSUs.

For the annual equity grant delivered in RSUs, the number of RSUs received equals the award value divided by the fair market value of our common stock on the date of grant. The RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. A director may elect to defer receipt of these RSUs until completion of Board service. Directors receive dividend equivalents on the RSUs to the extent the RSUs vest. The annual cash retainers and equity grants are pro-rated for directors who serve only a portion of the fiscal year.

Each of our directors is required to own the Company's common shares with a value of at least five times the annual Board cash retainer, with a mandatory hold on all shares until the ownership guideline is achieved. However, the directors may sell enough shares to pay taxes in connection with their awards, even if the ownership guideline has not yet been achieved. As of May 31, 2026, all of our directors were in compliance with the stock ownership guidelines.

The Company reimburses directors for travel to Board meetings and related expenses, and for costs incurred in connection with attending continuing education programs. In addition, the Company provides a dining benefit to our directors because we believe it is important for our directors to experience dining in our restaurants in order to better perform their duties to our Company.

Fiscal 2026 Compensation of Non-Employee Directors

The table below sets forth, for each person who served as a non-employee director during fiscal 2026, the amount of fees earned or paid in cash, stock awards granted, and all other compensation for his or her service in fiscal 2026. Fees earned that were paid in the form of RSUs are detailed in the notes to the table.

The annual retainers were payable pro rata at the end of each fiscal quarter, and the amounts shown may have been delivered as cash or RSUs. The RSUs granted in lieu of cash fees are immediately vested; however, the settlement of the RSUs may be deferred. Amounts received as RSUs in lieu of cash fees were as follows: Mr. Kenningham, 649 units with a market value of $129,623; and Mr. Wilmott, 661 units with a market value of $132,036. The number of units delivered is based on the amount of compensation earned divided by the closing price for our common stock on the NYSE on the grant date.

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The aggregate number of shares subject to outstanding stock-based awards as of May 31, 2026 for each director is provided in the table below:

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Stock Ownership of Management

This table shows the beneficial ownership of our common shares as of May 31, 2026 by our directors, director nominees, and executive officers named in the Summary Compensation Table, and all of our directors and executive officers as a group. Mr. Broad, our former Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, retired effective February 1, 2026; however, his beneficial ownership is reported as of May 31, 2026, based on Company records and information available to the Company. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person has sole or shared voting power, or sole or shared power to invest or dispose of the shares, whether or not a person has any economic interest in the shares, and also includes shares for which the person has the right to acquire beneficial ownership within 60 days of May 31, 2026. Except as otherwise indicated, a person has sole voting and investment power with respect to the common shares beneficially owned by that person.

* Less than one percent.

Includes RSUs awarded to directors and RSUs and Performance Stock Units (PSUs) awarded to executives that will settle in stock and that are vested or will vest within 60 days of May 31, 2026, as follows: Ms. Atkins, 13,297; Mr. Broad, 11,224; Mr. Burrowes, 10,582; Mr. Cardenas, 44,336; Ms. Chugg, 3,954; Mr. Fogarty, 6,790; Ms. Jamison, 17,679; Ms. King, 6,913; Mr. Martin, 10,582; Mr. Sonsteby, 14,536; Mr. Vennam, 13,090; and Mr. Wilmott, 14,750.

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Employee, Officer, and Director Hedging

Under the terms of the Company's Insider Trading Policy, no officer, employee, or member of the Board of Directors of the Company should engage in short-term or speculative transactions in the Company's securities. Short sales and transactions in publicly traded puts, calls, or other derivative securities based on the Company's securities are prohibited for all employees, officers, and members of the Board of Directors. Insiders, including the Company's Board of Directors, executive officers, and certain other employees designated by the General Counsel from time to time, are also prohibited from all other hedging transactions and are prohibited from pledging Company securities or holding such securities in a margin account. The full terms of the Company's Insider Trading Policy are available on our website at www.darden.com.

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Stock Ownership of Principal Shareholders

This table shows all shareholders that we know to beneficially own more than five percent of our outstanding common shares as of May 31, 2026, except to the extent indicated otherwise in the footnotes. As indicated in the footnotes, we have based this information on reports filed by these shareholders with us and with the SEC.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) provides information on our executive compensation program and aligns with the amounts shown in the executive compensation tables that follow. This CD&A covers the compensation of our NEOs, who are the six executive officers named below, all of whom serve as executive officers of the Company as of the date of this Proxy Statement, except for Mr. Broad, our former Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, who retired effective February 1, 2026.

Introduction

The Compensation Committee believes that our success depends in large measure on our ability to attract and retain highly qualified leaders who are motivated to serve with purpose on behalf of our Company, our team members, and our stakeholders. During fiscal 2026, Darden's management demonstrated excellence in execution as we proved the strength of our competitive advantages.

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Executive Summary

During fiscal 2026, our business continued to grow and perform at a steady pace, with results in alignment with Darden's long-term framework. We opened new restaurants, grew sales across the brand portfolio, and continued to benefit from our robust strategic planning and other strategic advantages. Our strong financial performance reflected the dedication and experience of our restaurant teams and the tenacious leadership of our executive team, despite a continued inflationary environment. Our fiscal 2026 pay outcomes reward that excellent performance.

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Process for Determining Executive Compensation

The Compensation Committee is responsible for approving the Company's executive compensation structure and resulting pay outcomes for our NEOs. It is the intent of the Compensation Committee that pay outcomes for the NEOs clearly demonstrate our commitment to linking pay outcomes to business results and shareholder value creation, with a focus on retaining our senior executives and engaging our leadership team. The Compensation Committee is responsible for (a) the design of executive compensation structure and programs and (b) approving rigorous goals, evaluating results, and determining payouts with respect to the Company's annual and long-term incentives. The Compensation Committee considers multiple sources of data and information when determining the structure, programs, and resulting pay outcomes, including shareholder feedback solicited by management during shareholder engagement meetings.

Executive Pay Governance

The Compensation Committee continues its commitment to sound overall governance of executive compensation by adhering to the following practices:

The Compensation Committee considered these practices in designing the CEO Special Equity Award (as defined below), which was granted to the Company's President and CEO in September 2025. Further, consistent with the Compensation Committee's practice of granting special awards only in limited circumstances, the CEO Special Equity Award was structured with rigorous performance and vesting conditions and other governance features intended to reinforce pay-for-performance alignment and protect shareholder interests. Selected key features of the award are summarized in the table below.

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Please see "CEO Special Equity Award" below for a more detailed description of the CEO Special Equity Award.

Independent Consultant

Pearl Meyer has served as the independent consultant to the Compensation Committee since fiscal 2015. In selecting and retaining Pearl Meyer, the Compensation Committee considered the independence factors prescribed by the SEC and the NYSE and determined that Pearl Meyer is independent and that its engagement did not raise any conflicts of interest. In its role as independent consultant, Pearl Meyer reports directly to, and is directed by, the Compensation Committee. Its primary services include assisting with peer group development and review, periodic competitive market studies, periodic review and advice regarding variable pay program designs and executive compensation policies, providing updates on emerging practices and trends, and attending Compensation Committee meetings. The Compensation Committee conducts an annual performance evaluation of the independent consultant.

Compensation Peer Group

The Compensation Committee periodically reviews the pay levels and practices of peer companies in order to assess the competitive positioning of Darden's pay levels and plan designs. After a thorough review of the peer group and the retail, restaurant, and hospitality industries, in December 2025, Pearl Meyer recommended, and the Compensation Committee decided, to maintain the same executive compensation peer group for fiscal 2026 as for fiscal 2025:

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This peer group consists of 18 companies in the restaurant, retail, and hospitality industries with financial characteristics within a tight range of the Company's own characteristics, including more peers that are members of the S&P 500. Our peer group reflected a median market capitalization of $34 billion and corporate revenue of $12.8 billion, each as of November 2025.

The peer group extends beyond restaurant operators because there are a limited number of restaurant operators of comparable size to Darden and because the Company competes for talent with, and has some business model similarities to, companies in the retail and hospitality industries and other members of the S&P 500.

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Executive Compensation Philosophy and Strategy

Darden's executive talent and Total Rewards philosophy remains unchanged and is focused on attracting, motivating, and rewarding highly-qualified executives for achieving business results and demonstrating leadership behaviors that drive our results-oriented people culture. We are committed to a pay-for-performance philosophy that includes high standards of ethical behavior and corporate governance, and we structure compensation programs with the following principles in mind:

The target pay opportunities approved by the Compensation Committee reflect this pay for performance with 90 percent of Mr. Cardenas' target total direct compensation (excluding the value of the CEO Special Equity Award granted to him in September 2025, as further described below) and 77 percent of the other NEOs' target total direct compensation tied to performance. As noted further below, in September 2025, the independent directors of the Board, upon the recommendation of the Compensation Committee, granted our President and CEO a special equity award, with 100% of the target grant value delivered in the form of PSUs vesting based on the Company's relative TSR performance over an approximately five-year performance period.

Fiscal 2026 CEO and Other NEO Total Direct Compensation Mix at Target(1)

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Executive Compensation Program Elements

Our Total Rewards program for NEOs is comprised of base salary, annual incentives, long-term incentives, and modest perquisites as well as health and retirement plans available to our U.S. salaried employees.

Base Salary

We provide competitive base salaries to our NEOs in recognition of their job responsibilities. In addition to external competitive market data (what our peer companies and the general industry pay for similar positions), we consider individual work experience, leadership, knowledge, and internal parity among those performing similar jobs when setting salary levels. Annual salary increases are primarily driven by individual performance and contributions while also considering the relative position of the individual's salary to market data and are reviewed at the June Compensation Committee meeting with any approved increases generally effective in fiscal August.

(1) Matt Broad retired as SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary effective February 1, 2026, and accordingly, is not included in this table, which reflects the annualized base salaries of our NEOs in effect as of fiscal 2026 year-end. Compensation earned by Mr. Broad during fiscal 2026 is reflected in the Summary Compensation Table and other applicable compensation tables below.

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Annual Incentive Plan

As discussed above, we provided annual cash incentive opportunities to our NEOs for fiscal year 2026 pursuant to the Darden Restaurants, Inc. Annual Incentive Plan adopted effective June 1, 2020. In June 2025, the Compensation Committee set targets and metrics for fiscal 2026. Under the annual incentive plan design, "Target Bonus Opportunity" is determined by multiplying Base Salary Earnings by the Target AIP%. The annual incentive amounts awarded for fiscal 2026 to our NEOs were based on the Target Bonus Opportunity multiplied by the Company or business unit performance rating, per the following formula approved by the Compensation Committee:

Rigorous Goal Setting

The Company maintains a rigorous annual business planning and long-term strategic planning process that we consider one of our key competitive advantages. The core financial objective of these plans is to achieve long-term total shareholder returns for our shareholders of 10 to 15 percent, as reflected in our long-term value creation framework. The Company's management creates the annual business plan in consultation with the Board and reports on progress with respect to the plan throughout the year. The annual business plan includes specific measurable goals for all key measures that the Company and the Board believe are necessary in order to achieve that long-term objective, and the Compensation Committee sets performance measures under the Annual Incentive Plan based upon the goals set out in these business plans.

One of Company's key compensation performance metrics is same-restaurant sales growth. Same-restaurant sales growth is a year-over-year comparison of each period's sales volumes for restaurants open at least 16 months. Same-restaurant sales growth is a key one-year indicator of performance in our industry and does not take into account the sales from new restaurants opened or acquired during the fiscal year. The Company's long-term value creation framework includes an annual target, over time, for Darden same-restaurant sales growth of 1.5 to 3.5 percent. Our second and more heavily weighted annual performance measures are Diluted Net EPS or Business Unit Operating Income. Earnings per share growth is one of the main components of total shareholder return, the ultimate objective of our long-term value creation framework.

The performance rating for each NEO for fiscal 2026 is the Darden Company Performance Rating.

Darden Company Performance Rating

The Compensation Committee (and the independent directors, with respect to Mr. Cardenas) established threshold, target, and maximum performance goals for each annual performance metric which would result in total potential payouts ranging from 0 to 200 percent of each participant's target bonus opportunity. Consistent with the plan for fiscal 2025, the payout curves for the fiscal 2026 annual incentives were designed to include a flat area, or "strike zone," providing for a target payout for results that "straddle" the EPS or operating income targets by a set percentage.

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Performance and Pay Results

The Compensation Committee (and the independent directors, with respect to Mr. Cardenas) evaluated the Company's financial performance and certified the following performance results and the Darden Company Performance Rating as follows:

** Darden Adjusted Diluted Net EPS is a non-GAAP number, reconciliation to the nearest GAAP number is as follows:

The final individual annual incentive awards for the NEOs employed by the Company as of the end of fiscal 2026 as determined by the Compensation Committee (and the independent directors, with respect to Mr. Cardenas) are set forth below.