DARDEN RESTAURANTS INC (DRI)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
DARDEN RESTAURANTS INC · Meeting: September 23, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Nine Directors from the Named Director Nominees
Atkins has served since 2014 and DRI's 3-year total shareholder return of +47.9% outperforms the peer group median of +37.3% by +10.6 percentage points, well below the 65-point threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns identified.
Cardenas joined the board in 2022 as CEO-director; DRI's 3-year total shareholder return outperforms the disclosed peer group median, no TSR trigger applies, and he holds only one outside public board seat (Tractor Supply), which is within policy limits.
Chugg has served since 2022 and DRI's strong stock outperformance versus disclosed peers means no TSR trigger fires; she currently holds three public board seats (Darden, VF Corporation, MasterBrand, Compass Group PLC — four total including Darden), which warrants a closer look on overboarding.
Fogarty has served since 2014, DRI outperforms its disclosed peer group over three years, he holds no outside public board seats, and no other policy triggers apply.
Jamison has served since 2014 and currently holds four public board seats total (Darden, IFF, Advance Auto Parts, and Sunbelt Rentals); the policy limit is four seats for non-executive directors, so she is at the boundary but within the stated limit, and DRI's TSR outperforms peers so no TSR trigger applies.
Kenningham joined in 2024 and has been on the board for approximately 1.5 years, which is within the 24-month new-director exemption window, so the TSR trigger does not apply to him; he is a sitting CEO of Group 1 Automotive and holds one outside public board seat (Darden), which is within the one-outside-seat limit for sitting CEOs.
Simon has served since 2014, DRI outperforms its disclosed peer group over three years so no TSR trigger fires, he holds no current public board seats outside Darden, and no other concerns apply.
Sonsteby has served since 2014, DRI's 3-year total shareholder return outperforms the peer group median well within the 65-point threshold, he holds one outside board seat (Valvoline), and no other policy triggers apply.
Wilmott has served since 2018, DRI outperforms the disclosed peer group over three years, he holds no other public board seats, and all other policy screens are clear.
All nine directors receive a FOR vote. DRI's 3-year total shareholder return of +47.9% outperforms the disclosed compensation peer group median of +37.3% by approximately 11 percentage points, well short of the 65-point underperformance threshold required to trigger an against vote at this positive return level. All directors met the 75% meeting attendance threshold. No non-independent directors serve on audit or compensation committees. Juliana Chugg sits on four public boards in total, which is at the policy limit but not over it. Daryl Kenningham is exempt from the TSR trigger as a director with fewer than 24 months of tenure.
Say on Pay
✓ FORCEO
Ricardo Cardenas
Total Comp
$13,955,870
Prior Support
96.12%%
CEO Ricardo Cardenas received total compensation of approximately $13.96 million, which includes a $17 million special equity award (all performance-based stock units tied to 5-year relative total shareholder return vs. the S&P 500) reported in the fiscal 2026 proxy; even with that one-time special award, the compensation structure is heavily performance-weighted — over 90% of the CEO's target direct pay is variable and tied to measurable performance outcomes. DRI's 3-year total shareholder return of +47.9% outperforms its disclosed peer group median of +37.3%, so above-benchmark incentive pay is supported by actual shareholder returns. The prior year advisory vote received approximately 96% support, the pay program includes a meaningful clawback policy, and the annual incentive resulted in a 155% payout driven by genuine outperformance on earnings per share and same-restaurant sales growth, all of which support a FOR vote.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
30 yrs
Audit Fees
$2,435,000
Non-Audit Fees
$1,091,295
KPMG has served as Darden's auditor continuously since 1996, giving it approximately 30 years of tenure, which exceeds the 25-year threshold in the voting policy. The non-audit fee ratio is approximately 45% of audit fees (tax fees of $1,087,295 plus other fees of $4,000 totaling $1,091,295 against audit fees of $2,435,000), which is within the 50% limit and does not independently trigger a no vote. However, the 30-year tenure alone is sufficient to warrant an against vote unless the audit committee provides a specific and compelling rationale for continued engagement — the proxy discloses lead partner rotation and an annual review process, but does not provide the specific, compelling long-term rationale the policy requires to overcome a tenure of this length.
Stockholder Proposals
1 proposal submitted by shareholders
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 is a credible governance-focused filer, not an ideological advocate, and the proposal asks only for a structured review and public disclosure when any director receives more than 20% opposition — a low-cost, transparency-oriented governance improvement that extends existing accountability mechanisms without mandating any specific outcome or removing board discretion. Darden's board response is reasonable in noting its strong historical vote results and existing majority-vote resignation policy, but the company's argument that the proposal is 'a solution in search of a problem' is not compelling — the value of the policy lies precisely in its ex ante deterrent effect, not just in how often it would be triggered. The ask is modest (a disclosure-only requirement), the filer is credible, and incremental governance improvements of this type — requiring structured public responses to meaningful dissent — are consistent with shareholder interests and mainstream governance evolution.
Overall Assessment
The 2026 Darden Restaurants annual meeting ballot is largely routine with the primary exception being an against vote on KPMG's ratification due to its 30-year auditor tenure exceeding the policy's 25-year threshold; all nine director nominees receive a FOR vote given DRI's solid outperformance of its disclosed peer group over three years, and the say-on-pay proposal also receives a FOR vote given the heavily performance-weighted pay structure and strong prior-year shareholder support of 96%. The stockholder proposal from The Accountability Board on director vote disclosure receives a FOR vote as a credible, low-cost governance improvement, notwithstanding the board's opposition.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing