(1)	Title of each class of securities to which the transaction applies:

(2)	Aggregate number of securities to which the transaction applies:

(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

---

---

---

---

---

•	Termination of the Company’s Shareholder Rights Plan (“Poison Pill”): The Board eliminated the Poison Pill by amending the Rights Agreement to expire on November 28, 2014 rather than May 25, 2015.

•	Majority Voting Standard for Election of Directors: The Board adopted a majority voting standard in uncontested elections.

•	Repeal of Advance Notice Bylaw Amendments: The Board repealed the March 2014 amendments related to the holding and adjournment of shareholder meetings and the disclosures required for shareholders to propose director nominations or business to be considered at a meeting.

•	Approval of Anti-Hedging and Anti-Pledging Policy: The Board adopted an amendment to the Company’s Insider Trading Policy to prohibit executive officers, directors and employees from engaging in hedging transactions or pledging the Company’s securities as collateral for loans.

•	Enhanced Political Contributions and Lobbying Report: The Board amended its political engagement and disclosure policy to provide additional disclosure of its political contributions and lobbying efforts.

•	Changes to Shareholder Communication and Interaction: The Board adopted an amendment to the Policy Statement on Dissemination of Company Information (the “Policy Statement”) to bring the Policy Statement in line with best practices.

•	Director Compensation: Upon the recommendation of the Nominating and Governance Committee and the Compensation Committee’s independent compensation consultant, the Board changed and approved the compensation levels for the directors for fiscal 2015 as further described in the section entitled “Director Compensation.”

•	Elimination of Requirement to Constitute an Executive Committee: The Board eliminated the requirement for an Executive Committee of the Board, as well as the Executive Committee itself.

---

•	Enhance Duties of Lead Director and Independent Chairman: The Board amended the Corporate Governance Guidelines to (i) list the authority to call the meetings of independent directors as a duty of the Lead Director and (ii) provide that the independent Chairman have all of the duties of the Lead Director as listed in the Corporate Governance Guidelines.

•	Allow Shareholders to Call a Special Meeting at 10% Threshold: If approved by the requisite vote of shareholders, the amendment would provide that holders of not less than 10% of all the votes entitled to be cast may call a special meeting of shareholders, instead of requiring a voting threshold of 50% of all of the votes entitled to be cast.

•	Eliminate Supermajority Voting Standards for Certain Charter Amendments: If approved by the requisite vote of shareholders, the amendment would replace the supermajority voting requirement for any actions of shareholders to amend provisions of the Charter with a simple majority of the votes cast to the extent permitted under Florida law.

•	Eliminate Supermajority Voting Standard For the Removal of Directors by Shareholders for Cause: If approved by the requisite vote of shareholders, the amendment would replace the supermajority voting requirement for the ability of shareholders to remove directors for cause with a simple majority of the votes cast to the extent permitted under Florida law.

•	Eliminate Supermajority Vote for Certain Business Combinations with Interested Shareholders/ Fair Price Provision: If approved by the requisite vote of shareholders, the amendment would delete the provision on business combinations with interested shareholders from the Charter and, instead, leaving only the requirements of Section 607.0901 of the Florida Business Corporation Act to apply.

•	Ratification of Exclusive Forum Selection Provision in the Company’s Bylaws: At the Annual Meeting, the Board is also fulfilling its commitment to seek shareholder ratification of the Company’s designation of Orange County, Florida, as the exclusive forum for certain shareholder litigation.

•	Director responsibilities;

•	Director qualification standards;

•	Director independence;

•	Director access to senior management and independent advisors;

•	Director compensation;

•	Director orientation and continuing education;

•	Code of Business Conduct and Ethics;

---

•	Risk oversight;

•	Related party transactions;

•	Approval of CEO and senior management succession plans;

•	Annual compensation review of CEO and senior management;

•	An annual evaluation in executive session of the CEO by the independent directors, led by the Chairman of the Nominating and Governance Committee; and

•	An annual performance evaluation of the Board and each of the Board committees, and an even more in-depth performance evaluation of the Board led by an outside consultant no less often than every two years.

•	Require meetings at least four times annually of the non-employee directors in executive session without our CEO or other members of management present;

•	Require a letter of resignation from directors upon a significant change in their personal circumstances, including a change in or termination of their principal job responsibilities;

•	Provide that no member of the Audit Committee may serve on the audit committee of more than three public companies, including the Company's; and

•	Provide a mandatory retirement age for directors.

---

---

---

---

•	Close to half of our restaurant team members are minority and more than half are female.

•	We believe we are competitively superior to our restaurant industry peers in the diversity of our operations leadership teams.

•	At the vice president and above level, more than 20 percent of our leaders are minorities and approximately 30 percent are female.

•	At least one-third of Darden Board members are minorities and/or female.

•	Internal promotions account for more than 50 percent of our restaurant managers, 98 percent of our general managers and directors of operations and 75 percent of our leaders at the vice president and above level.

•	We scored 100 out of 100 on the Human Rights Campaign (HRC) 2015 Corporate Equality Index (CEI) for our inclusive business practices and policies, being recognized as a “Best Places to Work for LGBT Equality.”

•	Hispanic Business Magazine named us one of its “2014 Best Companies for Diversity” and LATINA Style Magazine ranked us among the 50 best companies on its “2014 LATINA Style 50 Report.”

•	The Company’s “People, Planet & Plate” framework encompasses culture and community involvement, resource conservation, food safety, animal welfare, and thoughtful consideration of the nutritional content of the meals we serve.

•	Black Enterprise selected us as one of the “2014 Top 40 Companies for Diversity” and Working Mother Media ranked us as one of the “Best Companies for Multi-cultural Women” for the second year in a row.

•	We received the Minority Corporate Counsel Association’s “2015 Employer of Choice Award” for the South Region in recognition of our commitment to create and maintain an inclusive legal department and for our contributions in furtherance of diversity and inclusion in the legal profession.

---

---

---

---

---

---

---

•	In the opinion of senior management, the independent registered public accounting firm possesses unique knowledge or technical expertise that is superior to that of other potential providers;

---

•	The approvals of the Chair of the Audit Committee and the CFO are obtained prior to the retention; and

•	The retention will not affect the status of the independent registered public accounting firm as “independent accountants” under the applicable rules of the SEC, Independence Standards Board and NYSE.

---

(a)	on call of its Board of Directors or the person or persons authorized to do so by the bylaws, or

(b)

if the holders of not less than 5010% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation's Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Notwithstanding the foregoing, whenever holders of one or more series of Preferred Shares shall have the right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms of the resolution or resolutions adopted by the Board of Directors pursuant to Article III, special meetings of holders of such Preferred Shares.

---

---

(i)	for cause and

(ii)

by the affirmative vote, at a special meeting of shareholders held for that purpose, of not less than 66 2/3% a majority of the shareholders entitled to vote for the election of directors (or, if a director is elected by a voting group of shareholders, 66 2/3% a majority of the shareholders entitled to vote for the election of such director). Upon any such removal, the term of the director who shall have been so removed shall forthwith terminate and there shall be a vacancy in the Board of Directors to be filled in such manner as shall be provided herein and by the bylaws of the Corporation.

---

---

---

---

---

---

---

•	Designate persons eligible for Awards under the 2015 Plan;

•	Determine the type of Award and number of shares covered by each Award;

•	Determine the terms and conditions of any Award;

•	Prescribe the form of each award agreement evidencing an Award;

•	Amend, modify or supplement the terms of any outstanding Award; and

•	Interpret and administer the 2015 Plan and any award agreement.

---

---

---

(a)

Any individual, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either (i) the then-outstanding shares of Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding Voting Stock of the Company (the “Outstanding Company Voting Securities”); provided, however, that, the following acquisitions will not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company or (D) any acquisition pursuant to certain transactions set forth in the 2015 Plan.

---

(b)

Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, (ii) no individual, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act) (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, thirty percent (30%) or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(c)	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

---

(a)	the compensation must be paid solely on account of the attainment of one or more pre-established, objective performance goals;

(b)	the performance goal under which compensation is paid must be established by a compensation committee comprised solely of two or more directors who qualify as outside directors for purposes of the exception (the Committee is expected to meet this requirement);

(c)	the material terms under which the compensation is to be paid must be disclosed to and subsequently approved by shareholders before payment is made (the approval of the 2015 Plan will constitute approval of the material terms of the compensation granted thereunder); and

(d)	the Committee must certify in writing before payment of the compensation, that the performance goals and any other material terms were in fact satisfied.

---

---

(1)	Includes stock options exercisable for common shares and deferred compensation obligations and unvested restricted stock units that may be paid out in common shares.

(2)	Relates solely to stock options exercisable for common shares.

(3)

Consists of the 2002 Plan, 1995 Plan and our Employee Stock Purchase Plan. The 2002 Plan has a “fungible share pool” approach to account for authorized shares. With respect to stock options and SARs, the number of shares available for awards is reduced by one share for each share covered by such award or to which the award relates. With respect to awards granted after September 15, 2006, other than stock options and SARs, the number of shares available for awards is reduced by two shares for each share covered by such award or to which such award relates. Awards that do not entitle the holder to receive or purchase shares and awards that are settled in cash are not counted against the aggregate number of shares available for awards under the 2002 Plan.

(4)	Includes up to 6,777,606 shares of common stock that may be issued under awards under the 2002 Plan, and up to 1,169,445 shares of common stock that may be issued under our Employee Stock Purchase Plan. No new awards may be made under the 1995 Plan.

(5)	Consists of the RARE Plan and the Director Compensation Plan, each of which is further described below.

---

---

---

•	We have a robust policy on Civic Engagement and Disclosure of Political and Advocacy Expenditures that provides for meaningful accountability and requires, on an annual basis, disclosure about the Company’s lobbying activities and procedures and lobbying expenditures to trade associations and other tax-exempt organizations;

•	Lobbying activities are already subject to comprehensive regulations at both the federal and state levels; and

•	We believe that the additional disclosure requested by the shareholder proponent would not provide tangible benefits to shareholders and could put us at a competitive disadvantage by revealing our long-term business strategies and objectives.

---

---

---

•	The integrity of our financial statements;

•	The qualifications and independence of our independent registered public accounting firm and internal auditing function;

---

•	The provision of a channel of communication among the Board, the independent auditor, internal audit function, management and other concerned individuals;

•	The assistance to the Board in meeting its fiduciary duties to shareholders and the Company;

•	The performance of our internal audit function and independent registered public accounting firm; and

•	The risks associated with the foregoing.

•

Annually review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and make recommendations to the other independent directors who will, together with the Compensation Committee, determine and approve the CEO’s compensation based on this evaluation (the CEO may not be present during any Compensation Committee deliberations or voting with respect to his compensation);

•	Make recommendations to the other independent directors who will, together with the Compensation Committee, review and approve the compensation for employee directors other than the CEO;

•

Periodically, as and when appropriate, recommend to the other independent directors who will, together with the Compensation Committee, review and approve the following as they affect the CEO and other employee-directors: (a) any employment agreements and severance arrangements; (b) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment;

•

Review and approve the compensation of and compensation policy for the executive officers and such other employees of the Company and its subsidiaries as directed by the Board, other than the CEO and other employee-directors, including but not limited to: (a) the annual base salary level, (b) the annual cash bonus opportunity level under the applicable annual incentive bonus plan, and (c) the long-term incentive opportunity level for each executive officer (other than the CEO and other employee-directors);

•

Periodically, as and when appropriate, review and approve the following as they affect the executive officers other than the CEO and other employee-directors: (a) any employment agreements and severance arrangements; (b) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (c) any special or supplemental compensation and benefits, including supplemental retirement benefits and the perquisites provided during and after employment;

•	Annually review and approve the objective performance measures and the performance targets for executive officers participating in the Company’s annual incentive bonus plans and long-term incentive plans and certify the performance results under such measures and targets;

---

•	Determine executive officer stock ownership guidelines and monitor compliance by the executive officers with such stock ownership guidelines;

•	Review and discuss with management the Compensation Discussion and Analysis required to be included in our Proxy Statement and Annual Report on Form 10-K and, based on such review and discussion, make a recommendation to the Board that the Compensation Discussion and Analysis be so included;

•	Prepare a Compensation Committee Report for inclusion in our Proxy Statement and/or annual Form 10-K;

•	Provide recommendations to the Board of Directors on compensation-related proposals to be considered at the Company’s annual meeting, including the frequency of advisory votes on executive compensation;

•	Review and consider the results of any advisory vote on executive compensation and otherwise oversee the Company’s engagement with shareholders on the subject of executive compensation;

•	Review and make recommendations to the Board with respect to adopting, amending and overseeing the policies and practices related to the Company’s recoupment, or the forfeiture by employees, of incentive compensation;

•	Annually, receive reports on the Company’s employee benefit plans, including but not limited to any Section 401(k) plan, supplemental employee retirement plan, deferred compensation plans and employee stock purchase plan, and make recommendations to the Board in accordance with the requirements of the governing plan documents; and

•	Provide oversight of the risks associated with the foregoing.

•	Review financial policies and performance objectives developed by management pertaining to cash flow, capital spending and finance requirements; cash and debt balances, other key credit metrics, and credit ratings; dividend policy; investment criteria, including capital investment hurdle rates; and financial risk management strategies, including hedging and the use of derivatives;

---

•

Review significant changes to our capital structure, financial arrangements, capital spending and acquisition and disposition plans and making recommendations as needed to the Board regarding the financial structure, financial condition and financial strategy of the Company including the timing and maturity of debt, terms and interest rates of individual issues; common stock sales, repurchases or splits and any changes in dividends; proposed mergers, acquisitions, divestitures, joint ventures and strategic investments; any material diversification of the Company’s business; and authorization for any material prepayment, redemption or repurchase of debt for the purpose of satisfying sinking fund obligations;

•	Review the Company’s proposed annual consolidated budget included in its business plan, recommending such budget to the full Board for approval, and periodically reviewing the Company’s performance against such budget as reasonably required or requested by the Board;

•	Review material banking relationships and lines of credit; and

•	Review periodic reports on the Company’s overall real estate strategy, including significant leasing arrangements, potential impairment issues and review of new restaurant strategies and format changes.

•	Identify individuals qualified to become Board members, consistent with criteria approved by the Board, and select, or recommend that the Board select, the director nominees for the next annual meeting of shareholders, or in the case of a vacancy on the Board, recommend an individual to fill such vacancy;

•	Review and recommend to the Board the appropriate organizational and board leadership structure;

•	Review the adequacy of our corporate governance principles on a regular basis;

•	Develop and recommend to the Board a set of corporate governance guidelines applicable to the Company;

•	Review the Company’s stock ownership guidelines for non-employee directors and recommending to the Board revisions to such guidelines as it deems desirable or appropriate, and monitoring compliance with such guidelines;

•	Oversee the Board’s self-evaluation process, and provide the Board advice regarding Board succession;

•	Recommend to the Board membership for each Board Committee and any changes to the Board’s committee structure as it deems advisable;

•	Review the Company’s compliance with SEC and NYSE rules and other applicable legal or regulatory requirements pertaining to corporate governance; and

•	Provide oversight of the risks associated with the foregoing.

---

•	Reviewing resignations tendered by a director if, in an uncontested election, the director does not receive the vote of at least a majority of the votes cast at any meeting for the election of directors, and recommending to the Board whether to accept or reject the tendered resignation, or whether other action should be taken; and

•	Making recommendations to the other independent directors who will, together with the Nominating and Governance Committee, determine and approve the compensation for the non-employee independent directors.

•	An annual cash retainer of $75,000, paid in quarterly installments, in arrears;

•	An annual cash retainer for the Chairs of the Audit, Finance and Real Estate, Compensation, and Nominating and Governance Committees of $30,000, $30,000, $20,000 and $15,000, respectively;

•	An annual cash retainer for the members of the Audit, Finance and Real Estate, Compensation, and Nominating and Governance Committees of $15,000, $15,000, $10,000 and $7,500, respectively;

•	An annual equity grant of common shares, which will be paid 75% in the form of restricted stock units (“RSUs”) and 25% in the form of stock options and will have a fair market value of $120,000 at the date of grant; and

•	An initial equity grant upon election to the Board, which will be paid 75% in RSUs and 25% in stock options, valued at $35,000.

---

•	An annual retainer for the Lead Director of $25,000;

•	An annual award of common stock with a fair market value of $120,000 on the date of grant upon election or reelection to the Board;

•	An annual retainer of $85,000, and $2,000 for each committee meeting and special Board meeting (“cash compensation”); and

•	An annual retainer for the Chairs of the Audit, Compensation, and Nominating and Governance Committees of $15,000, and for Chairs of the other Board committees of $7,500.

•	An annual retainer of $125,000; and

•	A one-time award of common stock with a fair market value of $50,000.

---

(1)	Includes all fees earned, including annual retainer fees, Board and committee chairperson retainers and Board and committee meeting fees.

---

(2)

Amounts in this column represent the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) for fiscal 2015. The assumptions used in calculating these amounts in accordance with ASC Topic 718 are included in Note 1 (under the heading “Stock-Based Compensation”) to the Company’s audited financial statements included in the Company’s 2015 Annual Report to Shareholders. For Directors of the current Board, the stock award is delivered in restricted stock units which vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. Mses. B. Atkins, M. Atkins, Birch and Jamison and Messrs. Blum, Feld, Fogarty, Lenehan, Nowell, Simon, Smith, Sonsteby and Stillman received an annual restricted stock unit award of 1,615 units on November 11, 2014, with a fair market value of $89,988 based on the closing price of our common stock ($55.72) on the NYSE on November 11, 2014. Due to their initial election to the Board on October 13, 2014, the Directors listed above with the exception of Mr. Simon, each received an award of 471 restricted stock units on November 11, 2014, with a fair market value of $26,244 based on the closing price of our common stock ($55.72) on the NYSE on November 11, 2014.

(3)

Amounts in this column represent the grant date fair value of awards computed in accordance with ASC Topic 718 for fiscal 2015. The assumptions used in calculating these amounts in accordance with ASC Topic 718 are included in Note 1 (under the heading “Stock-Based Compensation”) to the Company’s audited financial statements included in the Company’s 2015 Annual Report to Shareholders. The stock option award vests on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of shareholders. Mses. B. Atkins, M. Atkins, Birch and Jamison and Messrs. Blum, Feld, Fogarty, Lenehan, Nowell, Simon, Smith, Sonsteby and Stillman received an annual stock option award of 2,149 stock options on November 11, 2014, with a fair market value of $27,851 based on the closing price of our common stock ($55.72) on the NYSE on November 11, 2014. Due to their initial election to the Board on October 13, 2014, the Directors listed above with the exception of Mr. Simon, each received an award of 627 stock options on November 11, 2014, with a fair market value of $8,126 based on the closing price of our common stock ($55.72) on the NYSE on November 11, 2014.

---

(4)

The amounts in this column reflect dividend equivalents paid and reinvested into deferred phantom stock units for each director's deferred phantom stock unit account. Except for dividend equivalents paid to Mr. Hughes of $18,626; Mr. Ledsinger of $63,086; Mr. Lewis of $51,265; Mr. Rose of $109,083; and Ms. Sastre of $23,613, no other director had dividend equivalents paid with a value exceeding $10,000. The Company provides a dining benefit to our directors to experience dining in our restaurants. Until March 18th, 2015 this dining benefit also included dining in our competitors restaurants. This benefit does not appear in the Director Compensation Table because the value did not meet the minimum disclosure requirements established by the SEC.

---

(1)	Includes common shares subject to stock options exercisable within 60 days of May 31, 2015, as follows: Mr. George, 238,572; Ms. Insignares,157,622 shares; Mr. Lee, 325,519 shares; Mr. Otis, 897,978; Mr. Richmond, 225,208 shares and Ms. Sebastian, 146,892; and all directors and executive officers as a group, 2,063,938 shares.

(2)	For any individual or group excluding former officers, the percentages are calculated by dividing (a) the number of shares beneficially owned by that individual or group, which includes shares underlying options exercisable within 60 days, restricted stock units settled in stock described in footnote 1 above, by (b) the sum of (i) the number of

---

(3)

Includes common shares owned directly by Starboard Value LP through certain managed accounts (the “Managed Accounts”), Starboard Leaders Delta LLC (“Starboard Delta LLC”), Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”) and Starboard Value and Opportunity S LLC (“Starboard S LLC”). Each of Messrs. Feld and Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC (“Starboard Value GP”), the general partner of Starboard Value LP, and as a member and member of the Management Committee of Starboard Principal Co GP LLC (“Principal GP”), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares held in the Managed Accounts. Each of Messrs. Feld and Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard Delta LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard Delta LLC. Each of Messrs. Feld and Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard C LP. Each of Messrs. Feld and Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard V&O Fund. Each of Messrs. Feld and Smith, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the shares owned directly by Starboard S LLC. Each of Messrs. Feld and Smith expressly disclaims beneficial ownership of all such shares, 11,635,000 shares in total, except to the extent of his pecuniary interest therein.

(4)	Includes shares held in a trust for Mr. Otis, 95,000 shares.

(5)	Excludes former directors and former executive officers named in the Summary Compensation Table.

---

---

•	Conducted an extensive CEO search process culminating with the appointment of a new CEO

•	Enabled a successful leadership transition plan

•	Hired a new independent executive compensation consultant

•	Initiated a comprehensive review of the Company’s compensation practices, policies, and plan designs to inform decision making with respect to fiscal 2016 and beyond

•	Restructured fiscal 2016 executive compensation programs with a view toward a more appropriate peer group, and enhanced pay for performance alignment in its long term incentive plan

•	Consolidated Adjusted EPS increased 54% from $1.71 to $2.63

•	Consolidated same-restaurant sales increased 2.4%

•	Consolidated Total Revenue increased 8% to $6.76 billion

•	Consolidated Free Cash Flow of $577.8 million

•	Short-term incentives tied to fiscal 2015 performance were earned at 161% of target.

•	Performance Shares tied to fiscal 2013-2015 performance were earned at 50% of target, representing a blended three year performance with weaker performance in fiscal 2013 and fiscal 2014 followed by improved performance in fiscal 2015.

•	Stock options that were granted in July 2014 had accrued in-the-money value of $21.31 per option, but remained unvested; the realizable value of each executive’s total stock and option holdings increased in value commensurate with the increase in Darden’s stock price.

---

---

•

C. Bradford Richmond served as our Senior Vice President and Chief Financial Officer until July 16, 2015 when he became Senior Vice President, Finance Transition and retired on July 28, 2015. In November 2014, Mr. Richmond announced that he would retire on March 29, 2015, or earlier upon the appointment of his successor. In March of 2015, Mr. Richmond agreed to continue with the Company and retire on the later of July 28, 2015, or the appointment of his successor. After the fiscal year end and following the arrival of our new Chief Financial Officer on July 16, 2015, Mr. Richmond retired from the Company on July 28, 2015. Please see the subsection entitled “New Chief Financial Officer” below for additional information regarding the appointment of our new Chief Financial Officer.

•	Robert S. McAdam was Senior Vice President, Government and Community Affairs until November 24, 2014 when he left the Company.

---

•	Teresa M. Sebastian was Senior Vice President, General Counsel until March 15, 2015, when she left the Company.

---

---

•	Compensation Design Supports Our Business Strategy and Is Aligned with Shareholders’ Interests – We have designed our Total Rewards Program, and our incentive plans in particular, to meet our primary goal of aligning with shareholders; specifically, to drive strong and sustainable sales and earnings growth and maximize total shareholder return.

•	Incentive Compensation Is Aligned with Performance – Total direct compensation (salary, annual incentives and long-term incentives) for our NEOs is structured so that at least two-thirds of the total value at target is attributable to Company and individual performance.

---

---

---

---

•	Granted with an exercise price equal to the stock price on the grant date

•	Vesting 50% after 3 years and 50% after 4 years

•	Maximum term of 10 years

•	Share denominated units

•	Vesting tied 50% to Total Revenue and 50% to Free Cash Flow

•	Settled in cash at the end of a 3 year performance period based on the average achievement over the preceding three consecutive 1 year performance periods; subject to a 10% adjustment based on Darden’s relative Total Shareholder Return over the 3 year period compared to the S&P 500 (multiplied by 110% if in the top quartile and by 90% if in the bottom quartile).

---

---

---

•	$25,000 per month in cash compensation

•	$25,000 per month restricted stock unit award vesting over one year from the grant date based on Mr. Lee's performance as Interim CEO as determined by the Board

•	$300,000 in restricted stock unit award vesting over one year from the grant date based on Mr. Lee's performance as Interim CEO as determined by the Board, and prorated for his time as Interim CEO.

•	Base salary was increased from $714,000 to $925,000

•	Target annual incentive opportunity was increased from 70% to 100% of base salary

•	Target long-term incentive value was increased from $1,700,000 to $2,650,000

---

---

---

•	The Company has allocated compensation among base salary and short- and long-term compensation target opportunities for executives in such a way as to not encourage excessive risk taking. Incentive compensation is not overly weighted toward short-term incentives. In addition, both short-term and long-term incentives are subject to maximum payment amounts;

•	The mix of equity award instruments used under our long-term incentive program (a) includes full value awards; and (b) rewards different performance measures (currently, total shareholder return for stock options and, sales and free cash flow growth as well as total shareholder return relative to the S&P 500 for performance stock units (“PSUs”));

•	Our annual and long-term compensation plans are reviewed by the Compensation Committee and any risks embedded in those plans are discussed and evaluated for appropriateness. Our incentive opportunities are designed to drive strong, sustainable growth and shareholder return;

•	The multi-year vesting of our equity awards aligns incentive compensation with shareholders’ interests by rewarding long-term stock appreciation rather than short-term performance;

•	Our performance criteria and objectives balance performance and sustainability of performance by setting a variety of goals, including same restaurant sales growth, earnings per share growth, sales, and free cash flow;

•	Our Stock Ownership Guidelines encourage a focus on long-term growth in shareholder value; and

---

•	Our policies regarding recoupment and forfeiture of compensation discourage excessive or inappropriate risk taking.

---

(1)	Amounts reflect the actual base salary paid to the NEO in fiscal 2015, fiscal 2014 and fiscal 2013, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table. Our 2014 and 2013 fiscal years had 52 weeks while 2015 was a 53 week fiscal year.

(2)	The Company made a bonus payment to Mr. Richmond pursuant to the agreement with Mr. Richmond which is more fully described in “Compensation Discussion and Analysis — Former and Departing Named Executive Officer Compensation.”

(3)

Amounts in these columns represent the grant date fair value of awards computed in accordance with ASC Topic 718 for each of fiscal 2015, fiscal 2014 and fiscal 2013. The assumptions used in calculating these amounts in accordance with ASC Topic 718 are included in Note 1 (under the heading Stock-Based Compensation) to the Company’s audited financial statements included in the Company’s 2015 Annual Report to Shareholders. The PSUs granted in fiscal 2015 will vest after the 2018 fiscal year-end, based on our free cash flow, sales growth and total shareholder return relative to the Standard & Poor’s 500 index for fiscal 2016, 2017 and 2018. The grant value of PSUs is shown at target payout. Actual awards may range from 0 percent to 165 percent of the targeted incentive. For fiscal 2015, the following amounts represent the grant date fair value of PSU awards assuming achievement of maximum (165%) payout: Mr. Lee—$842,950; Mr. Richmond—$743,775; Mr. George—$570,237; Ms. Insignares

---

(4)	Amounts deferred into the FlexComp Plan do not receive above market or preferential earnings, but rather receive rates of return that match the returns on the investment options available under the Darden Savings Plan as described under the subheading “Non-Qualified Deferred Compensation.”

(5)	All Other Compensation for fiscal 2015 consists of the following amounts:

(a)

Includes the aggregate incremental costs to the Company for personal use of a Company car or a limited car allowance, a retirement discount on the price to purchase a company car, the aggregate incremental costs to the Company for personal use of Company aircraft, an annual executive physical, financial counseling, and a business expense allowance. Mr. Otis also received a dining benefit given to retired Board members to be used at Company restaurants. None of these perquisites had a value exceeding the greater of $25,000 or 10 percent of total perquisites for an NEO. Includes relocation benefits of $180,427 to Mr. Herrmann including shipment of household goods, automobile shipment, and insurance. Darden’s previous policy was to leverage Company aircraft for business and business-related travel. The value of the aggregate supplemental incremental cost of the Company aircraft shown above relates to attendance at external board meetings, executive development conferences and executive networking forums, which benefit Darden but are considered by the tax and SEC rules to be personal use. The Company calculates the aggregate incremental cost of the personal use of Company aircraft based on an hourly charge that includes the cost of fuel, trip-related maintenance, crew travel, onboard catering, landing and license fees and contract labor.

(b)

Amounts in this column represent Company contributions made in August 2015 for fiscal 2015 Company performance under the FlexComp Plan, our non-qualified deferred compensation plan. Company contributions are made under the provisions of the FlexComp Plan and are deferred in accordance with participants’ elections pursuant to the terms of the FlexComp Plan, other than the awards to Messrs Otis and McAdam, whose awards were paid directly to them due to their separation from the company prior to end of the FlexComp plan year (December 31, 2014). Salary or bonus deferred by an NEO into the FlexComp Plan is reported in the “Salary” column or the “Non-Equity Incentive Plan Compensation” column.

(c)	Represents the cost to the Company for providing life insurance and long-term disability insurance.

(d)	Since May 31, 2009, our NEOs do not receive dividends or dividend equivalents on unvested restricted stock units or PSUs, but rather accrue them for payment when the units or PSUs are earned and vested and only on units or PSUs that actually vest.

(e)	Includes amounts due and payable to Mr. Otis, Mr. Richmond, Ms. Sebastian, and Mr. McAdam under agreements with the Company governing their separation or pending separation from the Company. See

---

(6)	See “Compensation Discussion and Analysis — Key Leadership Changes During Fiscal 2015” and “Compensation Discussion and Analysis — Former and Departing Named Executive Officer Compensation” for details regarding Mr. Richmond's service during fiscal 2015 and separation from service in fiscal 2016.

(1)	The column sets forth the date on which the Committee took action to grant the reported awards.

(2)

The amounts in these columns represent the potential annual cash incentive that may be earned under the MIP by each NEO. The annual ranges are calculated with the actual salary earned during the fiscal year and the target bonus opportunity for each NEO in effect during the fiscal year. Where the NEO’s target bonus opportunity increases during the fiscal year (for example, in the event of a promotion), the target bonus opportunity is based on a proration using the target bonus opportunity in effect for each portion of the fiscal year, and such proration is used in the actual bonus

---

(3)

The NEOs received grants of PSUs under the 2002 Plan. These units will vest only if certain performance thresholds relating to sales growth, free cash flow, and total shareholder return measures are achieved. The units have the ability to vest at the end of a three-year performance period. When performance exceeds targeted results, additional units vest; conversely, when performance is below targeted levels, fewer or no units vest. These PSUs are described more fully under the heading “Compensation Discussion and Analysis — Fiscal 2015 Executive Compensation Program Elements — Long-Term Incentives.”

(4)	The NEOs received grants of non-qualified stock options under the 2002 Plan. These non-qualified stock options vest 50 percent on the third and fourth anniversaries of the grant date.

(5)

All stock options are granted with an exercise price equal to the fair market value of our common stock on the date of grant. Fair market value under the 2002 Plan has been determined by the Committee to be the closing price of the common stock on the NYSE as reported in the consolidated transaction reporting system on the grant date or, if such exchange is not open for trading on such date, on the most recent preceding date when such exchange is open for trading.

(6)	Assumptions used in the calculation of these amounts are included in Note 1 to the Company’s audited financial statements included in the Company’s 2015 Annual Report to Shareholders.

---

---

(1)

All option awards are non-qualified stock options that expire ten years from the date of grant. Except where noted, the vesting schedule for the non-qualified stock options granted to NEOs is 50 percent on the third and fourth anniversaries of the grant date. For Messrs. Lee and George, options granted prior to October 1, 2007 appearing in the table are the result of options for RARE common stock in connection with the RARE acquisition. For. Ms.

---

(2)

The units reflected in this column represent awards of restricted stock units granted to Mr. Lee while serving in the position of Interim Chief Executive Officer from October 2014 through February 2015. The restricted stock units will vest on the one-year anniversary of the Effective Dates. The market value of the performance restricted stock units is based on a per share value of $65.54, the closing market price of our common shares on the NYSE on May 29, 2015, the last trading day before the end of our fiscal year on May 31, 2015.

(3)

All units reflected in this column represent PSU awards granted in fiscal 2013, 2014 and 2015. The terms of the PSU awards are more fully described in footnote 3 of the Grants of Plan-Based Awards for Fiscal 2015 table. The market value of outstanding stock awards is based on a per share (or unit) value of $65.54, the closing market price of our common shares on the NYSE on May 29, 2015, the last trading day before the end of our fiscal year on May 31, 2015.

(1)	The value realized equals the difference between the exercise price and the closing market price of our common stock on the NYSE on the date of exercise, multiplied by the number of shares acquired on exercise.

(2)	The value realized equals the closing market price of our common stock on the NYSE on the vesting date multiplied by the number of shares acquired on vesting.

---

---

(1)	Reflects the deferred amounts for each of the NEOs which is reported as compensation to such NEO in the Summary Compensation Table under the “Salary” column.

(2)	Reflects the Company’s annual contribution to the FlexComp Plan made in August 2014 during fiscal 2015 for the account of the NEOs. The Company contributions made in August 2015 during fiscal 2016 are not reported in this table.

---

•	Accrued but unpaid base salary through the date of termination;

•	Long-term incentive grants for the most recently completed cycle;

•	Unreimbursed employment-related expenses and other benefits owed to the NEO under the Company’s employee benefit plans or policies;

•	Accrued but unpaid vacation; and

•	The NEO’s Darden Savings Plan and FlexComp Plan account balances.

•	The NEO will be allowed to exercise any outstanding stock options granted prior to June 15, 2006 for the remainder of the original term;

•	The NEO will be entitled to receive a pro rated share of each option granted from and after June 15, 2006, and be allowed to exercise such option for the lesser of five years or the remainder of the original term;

•	The NEO will continue to vest in a pro rated share of grants of PSUs based on Company performance for the remainder of the original PSU performance period;

•	The NEO will be eligible to continue to receive health benefits through our retiree medical program, with a portion of the premiums paid by the NEO;

•	The Company will reimburse the NEO for up to one year’s allowance of financial planning services incurred in the subsequent year;

•	The NEO will be entitled to receive a distribution of any balance held under the qualified savings plan (the Darden Savings Plan) if applicable; and

•	The NEO will receive a monthly benefit under the qualified retirement plan (the “RIP”) if applicable.

•	The NEO will vest in all outstanding stock options and be allowed to exercise such stock options for the remainder of the original term;

•	The NEO will continue to vest in grants of PSUs based on Company performance for the remainder of the original PSU performance period;

•	The NEO will be eligible to continue to receive health benefits through our retiree medical program, with a portion of the premiums paid by the NEO;

•	The Company will reimburse the NEO for up to one year’s allowance of financial planning services incurred in the subsequent year; and

---

•	The NEO will be entitled to receive a distribution of any balance held under the qualified savings plan (the Darden Savings Plan) if applicable, and will receive a monthly benefit under the RIP, if applicable.

•	The NEO will vest in all outstanding stock options and be allowed to exercise such stock options for the remainder of the original term;

•	The NEO will vest in all outstanding of PSUs on a pro rata basis based on Company performance for the remainder of the original PSU performance period;

•	Up to 90 days of salary continuation;

•	Up to two-thirds of eligible pay with a maximum annual benefit of $180,000 payable to age 65 starting on the 91st day of disability; and

•	Continued eligibility for group medical, life, and dependent life coverage for 52 weeks.

---

•

Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this section, the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company (an “Affiliated Company”) or (D) any business combination pursuant to a transaction where (i) all or substantially all of the beneficial owners of Outstanding Company Common Stock immediately prior to the business combination beneficially own more than 50% of the then-outstanding shares of common stock of the entity resulting from the business combination in substantially the same proportion as immediately prior to the business combination, (ii) no person beneficially owns 20% or more of the common stock of the entity resulting from the business combination, except to the extent that such ownership existed prior to the business combination, and (iii) at least a majority of the Board members of the entity resulting from the business combination were members of the incumbent Board at the time of the execution of the initial agreement or action of the board approving the business combination;

•

Individuals who, as of the effective date of the revised standard form of MCA, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date thereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (accordingly, if Starboard proceeds with its contested solicitation and a sufficient number of its nominees become members of the Board such that the Incumbent Board fails to constitute at least a majority of the Board, a Change in Control shall be deemed to have occurred under the MCA and for purposes of the change in control provisions of certain equity plans and/or award agreements and trust agreements (as described below) under which our NEOs have awards);

•

Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent

---

•	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

•	An act or acts of fraud or misappropriation on the executive officer’s part which result in or are intended to result in the executive officer’s personal enrichment at the expense of the Company and which constitute a criminal offense under state or federal laws; or

•	Conviction of the executive officer of a felony.

•	The assignment to the executive officer of any duties inconsistent in any substantial respect with the executive officer’s position, authority or responsibilities as in effect during the 90-day period immediately preceding the effective date of the agreement;

•	Any other substantial adverse change in such position (including titles), authority or responsibilities;

•

Any failure by the Company to furnish the executive officer with base salary, target annual bonus opportunity, long-term incentive opportunity or aggregate employee benefits at a level equal to or exceeding those received by the executive officer from the Company during the 90-day period preceding the effective date of the agreement, other than (i) an insubstantial and inadvertent failure remedied by the Company promptly after receipt of notice thereof given by the executive officer or (ii) with respect to aggregate employee benefits only, any failure resulting from an across-the-board reduction in employee benefits generally applicable to all similarly situated employees;

•	The Company’s requiring the executive officer to be based or to perform services at any office or location more than 30 miles from the office or location at which the executive officer was based as of immediately prior to the effective date of the agreement, except for travel reasonably required in the performance of the executive officer’s responsibilities;

•	Any failure by the Company to obtain the assumption and agreement to perform the agreement by a successor; or

•	Any failure by the Company to deposit amounts in the trust in accordance with the agreement.

---

(1)	Amounts shown are subject to reduction if payments of benefits would result in an excise tax liabilities under IRC Section 4999, and would result in the NEO being better off on an after-tax basis.

(2)	Involuntary not for cause termination includes termination of the NEO’s employment for any reason other than his or her violation of Company policy.  However, as the Company experienced a change in control as defined under the

---

(3)	Reflects the annual cash incentive, which is also included in the Summary Compensation Table.

(4)	Reflects the annual FlexComp Plan award for fiscal 2014 paid in August 2015, which is also included in the Summary Compensation Table.

(5)

For all executives except Mr. Richmond, in the Change-in-Control and Involuntary Not For Cause Termination scenario, the amounts reflect three times the sum of the NEOs base salary plus average cash bonus earned during the preceding three fiscal years. See “Compensation Discussion and Analysis — Former and Departing Named Executive Officer Compensation” for details regarding Mr. Richmond's separation benefits.

(6)

Severance benefits under the disability termination scenario reflect the estimated present value of expected benefits payable by the Company through our short-term disability policy and by our third-party long-term insurance providers.  Assumes continued payment by the Company of an NEO’s base salary for 90 days. After that initial period until reaching age 65, an NEO would be entitled to receive $180,000 of annual disability benefits through the Company’s insured long-term disability program.  Estimated benefits through both programs were present valued as of May 31, 2015 using the discount rate of 3.78% as provided under the Citi Pension Liability Index - Short Duration.

(7)

This value is calculated based on the closing market price of $65.54 of our common stock on the NYSE on May 29, 2015, the last trading day before the end of the fiscal year on May 31, 2015. For stock options, this value equals the difference between the closing market price of $65.54 of our common stock on the NYSE on May 29, 2015, and the exercise price, multiplied by the number of option shares subject to accelerated vesting upon termination. Where illustrated, the vesting percentage for Performance Stock Units is presumed to be 100%. The amounts include accumulated cash dividends on the outstanding Restricted Stock Units and Performance Stock Units.

(8)	In the disability scenario, Performance Stock Unit payouts are estimated assuming 100% performance results are achieved and pro rated for the period of service through the presumed termination date of May 31, 2015.

(9)	[ ]

(10)	The maximum life insurance benefit for normal death is $1,500,000; for accidental death, the maximum is $3,000,000; and an additional $500,000 may be paid if death is attributable to death while traveling on business. These benefits would be paid from term life insurance policies.

(11)	[ ]

(12)	This amount represents the value of awards that would receive continued and accelerated prorated vesting when a NEO qualifies for early retirement (age 55 plus ten years of service) as of May 31, 2015.

---

(1)	Reflects the annual FlexComp Plan award for fiscal 2014 paid in August 2015, which is also included in the Summary Compensation Table. This award was prorated for all three terminated NEOs based on the date of their separation from the Company.

(2)	For Ms. Sebastian and Mr. McAdam, the amounts reflect three times the sum of the NEOs base salary plus average cash bonus earned during the preceding three fiscal years. For Mr. Otis, the amount reflects 104 weeks of base salary continuation paid weekly.

(3)

This amount represents the value of awards that received accelerated vesting due to the termination of Mr. Otis' employment following a change-in-control of the company as defined in the agreements governing the awards. The value is calculated based on the closing market price of $47.08 of our common stock on the NYSE on October 13, 2014, the date of separation for Mr. Otis. For stock options, this value equals the difference between the closing market price of $47.08 of our common stock on the NYSE on October 13, 2014, and the exercise price, multiplied by the number of option shares subject to accelerated vesting. The amount includes accumulated cash dividend equivalents on the outstanding Performance Share Units. In addition, Mr. Otis had 14,060 shares of restricted stock with a value of $661,945 which was subject to accelerated vesting on October 13, 2014 due to the change-in-control of the company. This value is not included in the table as it was not a result of his separation.

(4)

This amount represents the value of awards that received accelerated vesting due to the termination of Ms. Sebastian's employment following a change-in-control of the company as defined in the agreements governing the awards. The value is calculated based on the closing market price of $63.10 of our common stock on the NYSE on March 13, 2015, the date of separation for Ms. Sebastian. For stock options, this value equals the difference between the closing market price of $63.10 of our common stock on the NYSE on March 13, 2015, and the exercise price, multiplied by the number of option shares subject to accelerated vesting upon termination. The amount includes accumulated cash dividend equivalents on the outstanding Performance Share Units.

(5)

This amount represents the value of awards that received accelerated vesting due to the termination of Mr. McAdam's employment following a change-in-control of the company as defined in the agreements governing the awards. The value is calculated based on the closing market price of $55.85 of our common stock on the NYSE on November 21, 2014, the most recent trading day prior to the separation date for Mr. McAdam. For stock options, this value equals the difference between the closing market price of $55.85 of our common stock on the NYSE on November 21, 2014, and the exercise price, multiplied by the number of option shares subject to accelerated vesting upon termination. The amount includes accumulated cash dividend equivalents on the outstanding Performance Share Units.

(6)

Miscellaneous benefits include health and life insurance continuation benefits, post-retiree medical benefits (if applicable), FlexComp Plan benefits, and discount on the purchase of a company car. Also includes: a dining benefit given to retired Board members to be used at Company restaurants for Mr. Otis, $20,000 in reimbursed legal fees for Ms. Sebastian, and $38,500 for services rendered under a post-termination consulting agreement for Mr. McAdam.

---

•	The integrity of our financial statements;

•	Our compliance with legal and regulatory requirements;

•	The qualifications and independence of the independent registered public accounting firm and internal audit function; and

•	The performance of our internal audit function and independent registered public accounting firm.

---

•	By Internet, by going to the website shown on your proxy card or Notice of Availability of Proxy Materials and following the instructions for Internet voting set forth on such proxy card or Notice;

•	If you reside in the United States or Canada, by telephone at the number shown on your proxy card and following the instructions on such proxy card; or

•	If you received or requested printed copies of the proxy materials by mail, by completing, signing, dating and returning the proxy card.

•	Shareholders are invited to attend the Annual Meeting and vote in person at the Annual Meeting. If you are a beneficial owner of shares, you must obtain a legal proxy from the broker, bank or other holder of record of your shares to be entitled to vote those shares in person at the meeting.

---

•	Signing another proxy card with a later date and returning it to us prior to the meeting;

•	Voting again by Internet or telephone prior to the meeting as described on the proxy card; or

•	Voting again in person at the meeting.

---

---

---

•	Notify our Corporate Secretary in writing on or before [ ], 2016; and

•	Include in your notice the specific information required by our Bylaws and otherwise comply with the requirements of our Bylaws and applicable law.

•	Notify our Corporate Secretary in writing on or before [ ], 2016; and

•	Include in your notice the specific information required by our Bylaws and otherwise comply with the requirements of our Bylaws and applicable law.

---

---

---

---

---

---

---

---

---

---

---

---

---

•	2002 Plan. The Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended, which provides for the grant of stock options, SARs, restricted stock, restricted stock units, performance awards and other stock and stock-based awards to employees, officers, consultants, advisors and non-employee directors.

•	2015 Plan. The Darden Restaurants, Inc. 2015 Omnibus Incentive Plan adopted by the Board in July 2015 and proposed to the shareholders for approval at the Annual Meeting.

•	Annual Meeting. The 2015 Annual Meeting of Shareholders to be held on September 17, 2015.

•	CEO. Our Chief Executive Officer.

•	CFO. Our Chief Financial Officer.

•	COO. Our Chief Operating Officer, a position which has now been eliminated.

•	Compensation Committee or Committee (when used in the Compensation Discussion and Analysis). The Compensation Committee of your Board of Directors.

•	Company. Darden Restaurants, Inc.

•	Director Compensation Plan. Compensation Plan for Non-Employee Directors.

•	Exchange Act. The Securities Exchange Act of 1934, as amended.

•	Executive officers. The most senior executives of the Company designated as our “executive officers” in our most recent Form 10-K and other securities filings.

•	MCAs. Management continuity agreements, which are limited to a change in control of the Company.

•	MIP. The Management and Professional Incentive Plan, which is our annual cash incentive plan; certain of our equity awards may be made subject to the MIP.

•	NEO. Named Executive Officer. Our officers who are named in the Summary Compensation Table, as required by SEC rules.

•	NYSE. The New York Stock Exchange.

•	PSUs. Performance Stock Units granted under our 2002 Plan.

•	S&P 500. A value weighted index of the prices of the common stock of 500 large companies, whose stock trades on either the NYSE or the NASDAQ.

•	SARs. Stock appreciation rights.

---

---

---

---

---

1.	PURPOSE

2.	DEFINITIONS

---

---

---

---

---

---

3.	ADMINISTRATION OF THE PLAN

---

---

---

4.	STOCK SUBJECT TO THE PLAN

---

5.	TERM; AMENDMENT AND TERMINATION

6.	AWARD ELIGIBILITY AND LIMITATIONS

---

7.	AWARD AGREEMENT

8.	TERMS AND CONDITIONS OF OPTIONS

---

---

9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

10.	TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS

---

---

11.	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS

---

12.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

13.	TERMS AND CONDITIONS OF PERFORMANCE-BASED AWARDS

---

---

	free cash flow, defined as earnings before interest, taxes, depreciation, and/or amortization (as adjusted to exclude any one or more of the items that may be excluded pursuant to the Performance Measure specified in clause (h) above) less capital expenditures;

---

---

14.	FORMS OF PAYMENT

15.	REQUIREMENTS OF LAW

---

16.	EFFECT OF CHANGES IN CAPITALIZATION

---

---

17.	PARACHUTE LIMITATIONS

---

18.	GENERAL PROVISIONS

---

---

---