PRRN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN CONSENT STATEMENT

SCHEDULE 14A INFORMATION

Consent Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. 1)

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¨           Definitive Consent Statement

o          Definitive Additional Materials

o           Soliciting Material Under Rule 14a-12

DARDEN RESTAURANTS, INC.

(Name of Registrant as Specified in Its Charter)

STARBOARD VALUE LP

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD LEADERS DELTA LLC

STARBOARD LEADERS FUND LP

STARBOARD VALUE GP LLC

STARBOARD PRINCIPAL CO LP

STARBOARD PRINCIPAL CO GP LLC

STARBOARD VALUE A LP

STARBOARD VALUE A GP LLC

STARBOARD VALUE R LP

STARBOARD VALUE R GP LLC

JEFFREY C. SMITH

MARK R. MITCHELL

PETER A. FELD

BRADLEY D. BLUM

CHARLES M. SONSTEBY

ROBERT MOCK

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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PRELIMINARY COPY SUBJECT TO COMPLETION

DATED MARCH 11, 2014

DARDEN RESTAURANTS, INC.

SOLICITATION STATEMENT

TO REQUEST A SPECIAL MEETING OF SHAREHOLDERS

BY

STARBOARD VALUE LP

IMPORTANT

STARBOARD VALUE LP IS ONE OF THE LARGEST SHAREHOLDERS OF DARDEN RESTAURANTS, INC. (“DARDEN” OR THE “COMPANY”). WE BELIEVE SHAREHOLDERS DESERVE TO HAVE A FORUM FOR EXPRESSING THEIR VIEWS ON THE COMPANY’S PROPOSED SEPARATION OF RED LOBSTER.  WE ARE THEREFORE SEEKING YOUR SUPPORT TO CALL A SPECIAL MEETING OF THE COMPANY’S SHAREHOLDERS TO DISCUSS THIS EXTREMELY IMPORTANT ISSUE.  WE ARE CONCERNED THAT THE PROPOSED RED LOBSTER SEPARATION MAY DESTROY SUBSTANTIAL SHAREHOLDER VALUE AND, WITHOUT A MEETING, SUCH SEPARATION MAY BE COMPLETED WITHOUT SHAREHOLDER SUPPORT.  IT IS IMPORTANT TO NOTE THAT WHILE THE RESOLUTION FOR WHICH WE WOULD SEEK SHAREHOLDER APPROVAL AT THE SPECIAL MEETING, IF IT IS CALLED, IS NON-BINDING IN NATURE, WE NEVERTHELESS BELIEVE THE SPECIAL MEETING IS CRITICAL FOR PROVIDING AN OPPORTUNITY FOR SHAREHOLDERS TO VOICE THEIR CONCERNS ON THE PROPOSED RED LOBSTER SEPARATION BEFORE IT IS TOO LATE.

AT THIS TIME, WE ARE ONLY SOLICITING YOUR WRITTEN REQUEST TO CALL A SPECIAL MEETING OF SHAREHOLDERS.  AS DESCRIBED MORE FULLY BELOW, IN ORDER TO CALL A SPECIAL MEETING, WE ARE REQUIRED TO DELIVER WRITTEN REQUESTS FROM THE HOLDERS OF AT LEAST FIFTY PERCENT (50%) OF THE COMPANY’S OUTSTANDING SHARES, INCLUDING OUR OWN.  ONCE THE SPECIAL MEETING HAS BEEN CALLED, WE WILL THEN SEND YOU PROXY MATERIALS URGING YOU TO VOTE IN FAVOR OF THE PROPOSAL DESCRIBED BELOW.

PLEASE JOIN US IN REQUESTING THAT DARDEN CALL A SPECIAL MEETING AND SHOW ITS BOARD OF DIRECTORS (THE “BOARD”) THAT SHAREHOLDERS WANT TO HAVE THEIR VOICES HEARD BEFORE A RED LOBSTER SEPARATION TRANSACTION IS COMPLETED.

Why You Were Sent This Solicitation Statement

Starboard Value LP (“Starboard”) and the other participants in this solicitation (collectively, “Starboard,” “our,” or “we”) are the beneficial owners of an aggregate of 7,253,073 shares of common stock, no par value per share (the “Common Stock”), of Darden Restaurants, Inc. (“Darden” or the “Company”), representing approximately 5.5% of the Company’s outstanding shares and making us one of the Company’s largest shareholders since the filing of our initial Schedule 13D with the SEC on December 23, 2013.

On December 19, 2013, the Company announced a proposed separation of the Company’s Red Lobster business through an expected spin-off.   The Company stated in its December 19, 2013 press release that the contemplated Red Lobster separation will not require shareholder approval and that it expects to close the separation transaction in early fiscal 2015, which begins May 26, 2014.  It therefore appears that the Company intends to complete the Red Lobster separation several months before the Company’s 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”), which is not expected to be held until September.  We are seeking to call the special meeting to give shareholders a platform for potentially influencing management and the Board with regard to this material transaction.  It is important to note that the resolution for which we would seek shareholder approval at the special meeting, if it is called, is non-binding in nature and that neither the calling of the special meeting, itself, nor the approval of the non-binding proposal by shareholders at the special meeting would prohibit the Company from proceeding to complete the proposed Red Lobster separation.  Nevertheless, we believe the special meeting is critical for providing an opportunity for shareholders to express their views on the proposed Red Lobster separation before it is too late.

Since December 19, 2013, both Starboard and at least one other shareholder have expressed serious concerns with the Company’s proposed separation of Red Lobster, whether through a spin-out or sale.  Starboard does not believe that a Red Lobster separation, as currently contemplated, is in the best interests of the Company’s shareholders.  Specifically, Starboard is primarily concerned that if the Company completes a spin-off or sale of Red Lobster without first fully and objectively evaluating all opportunities for the Company’s owned real estate, then substantial shareholder value could be destroyed.

Starboard believes that the Company should undertake a comprehensive review of all available operational, financial, and strategic alternatives to create value for shareholders before hastening to complete a Red Lobster separation that may destroy substantial value.  Such a comprehensive review should include, among other things, an evaluation of all options for the Company’s real estate holdings, including a tax-efficient sale or REIT spin-off of the Company’s owned properties.  Only then does Starboard believe that the Company can properly assess the value of the Red Lobster business, both with and without the real estate assets included, in order to ensure that the price received in any sale transaction, after taxes and transaction costs, fully and fairly reflects the value of both the Red Lobster operating business and the real estate business, to the extent included as part of any such transaction.

Unfortunately, to date, despite the serious concerns voiced by its shareholders regarding the proposed Red Lobster separation, the Company appears unwavering in its commitment to the proposed separation.  Further, the Company appears intent on expeditiously pursuing this separation.

Darden’s long-term performance under the leadership of this management team and Board has been unacceptable.  As just one example, Selling, General, and Administrative (“SG&A”) expenses now stand at approximately 10% of sales, or 60 basis points worse than in fiscal year 2012, prior to the acquisition of Yard House, and the highest percentage since at least fiscal year 2001.  In that time, Darden has acquired four new concepts – LongHorn Steakhouse, Capital Grille, Eddie V’s and Yard House – and has more than doubled revenue, but has failed to realize any of the expected cost synergies or to see any SG&A leverage.  As a result, Darden’s consolidated margins, when adjusted for the Company’s substantial real estate ownership, are now well below peers despite having among the highest average unit volumes and the greatest scale in the casual dining space.  Even more concerning, Darden’s stock price performance has been unacceptable, with Darden underperforming its peer group by more than 300% over the last five years, as evidenced by the chart below.

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Separate and apart from the attempt to call the special meeting, Starboard has expressed its desire to engage with the Company regarding Board composition and believes that immediate changes in Board composition are required at the Company.  Starboard intends to closely monitor all developments at the Company over the coming months, and may seek to elect an alternative slate of director candidates at the Company’s 2014 Annual Meeting.

Given what we believe to be management and the Board's track record of poor performance and poor decision-making, together with our concerns regarding the proposed Red Lobster separation, we believe it is critical for shareholders in this case to have the right to review and approve any transaction involving Red Lobster that takes place prior to the 2014 Annual Meeting, at which time shareholders will have an opportunity to elect directors whom they believe represent their best interests.  While we understand that neither (i) the calling of the special meeting nor (ii) the approval of the non-binding resolution by shareholders at the special meeting would prohibit the Board from proceeding with the Red Lobster separation, we nevertheless believe shareholders deserve to have their voices heard on this very important issue.

Darden typically holds its annual meeting of shareholders in September.  Since the Company currently intends to complete the Red Lobster separation prior to holding the 2014 Annual Meeting, at which time the Company’s directors will be up for election, shareholders will not have an opportunity to have their voices heard on the Red Lobster separation, as a referendum or otherwise.  Starboard strongly believes it is imperative for the Board to have a clear picture of the lack of support among its shareholder base for this potentially destructive separation of Red Lobster and that shareholders deserve to have a forum for expressing their views on the proposed separation.  If a majority of the Company’s unaffiliated shareholders are indeed against the proposed Red Lobster separation, we believe it would be incumbent upon the Board to immediately delay any pending separation transaction involving Red Lobster and conduct a full evaluation of all value-creation opportunities for the Company and its businesses.

Accordingly, we are hereby asking you to help us request that the management of Darden call a special meeting of shareholders of the Company for the following purposes:

(i) to approve a non-binding resolution urging the Board not to approve any agreement or proposed transaction involving a separation or spin-off of the Company’s Red Lobster business prior to the 2014 Annual Meeting unless such agreement or transaction would require shareholder approval; and

(ii) to transact such other business as may properly come before the special meeting (items (i) and (ii) above are collectively referred to as the “Proposals”). 

This Solicitation Statement and the accompanying WHITE request card are being furnished to holders of the Common Stock.

At this time, Starboard is only soliciting your written request to call the special meeting. Starboard is not currently seeking your proxy, consent, authorization or agent designation for approval of the Proposals or any other actions. In the event the special meeting is called, Starboard will send you proxy materials relating to the Proposals to be voted upon at the special meeting.

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Section 607.0702 of the Florida Business Corporations Act (the “FBCA”) provides that a special meeting of shareholders shall be called upon delivery to the corporation’s secretary of one or more written demands for the meeting, describing the purpose or purposes for which it is to be held, by the holders of not less than ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, unless a greater percentage not to exceed fifty percent (50%) is required by such corporation’s articles of incorporation.  Article XI of Darden’s Articles of Incorporation, as amended (the “Charter”), provides that a special meeting of the Company’s shareholders shall be called by the holders of not less than fifty percent (50%) of all the votes entitled to be cast on any issue proposed to be considered at the special meeting, if such holders sign, date and deliver to the Company’s secretary, one or more written requests for the special meeting describing the purpose(s) for which it is to be held.

As of the close of business on March 10, 2014, Starboard collectively beneficially owned, and had the right to vote, 7,253,073 shares of the Common Stock, representing approximately 5.5% of the outstanding Common Stock of the Company.

Pursuant to Section 607.0707 of the FBCA, the record date for determining the shareholders entitled to demand a special meeting shall be the first date on which a signed written request is delivered to the Company.  Starboard anticipates delivering a signed written request to the Company’s principal place of business on [_______], 2014 (the “Record Date”).  In order for our request to call a special meeting to be effective, the Company must receive properly completed and unrevoked written requests signed by a sufficient number of shareholders within seventy (70) days of the Record Date.Consequently, it is anticipated that by [_______], 2014, Starboard will need to deliver properly completed and unrevoked written requests to call the special meeting from holders of at least fifty percent (50%) of the shares of Common Stock outstanding as of the close of business on the Record Date.  Nevertheless, we intend to set [_______], 2014 as the goal for submission of such written requests.

This Solicitation Statement and the accompanying WHITE request card are first being mailed to shareholders on or about [_________], 2014.  Requests to call a special meeting should be delivered as promptly as possible, by mail (using the enclosed envelope), to Starboard’s solicitation agent, Okapi Partners LLC, as set forth below.

AT THIS TIME, STARBOARD IS ONLY SEEKING YOUR WRITTEN REQUEST TO CALL THE SPECIAL MEETING.  IN THE EVENT THE SPECIAL MEETING IS CALLED, YOU WILL THEN BE ASKED TO VOTE ON THE PROPOSALS.

THIS SOLICITATION IS BEING MADE BY STARBOARD AND NOT ON BEHALF OF THE COMPANY’S BOARD.  AT THIS TIME, STARBOARD IS NOT CURRENTLY SEEKING YOUR PROXY, CONSENT, AUTHORIZATION OR AGENT DESIGNATION FOR APPROVAL OF THE PROPOSALS.STARBOARD IS ONLY SOLICITING YOUR WRITTEN REQUEST TO CALL THE SPECIAL MEETING.  AFTER THE SPECIAL MEETING HAS BEEN CALLED, STARBOARD WILL SEND YOU PROXY MATERIALS URGING YOU TO VOTE IN FAVOR OF THE PROPOSALS.  YOUR WRITTEN REQUEST IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. STARBOARD URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED WHITE REQUEST CARD TO CALL A SPECIAL MEETING AS PROMPTLY AS POSSIBLE.

WE URGE YOU NOT TO SIGN ANY REVOCATION OF CONSENT CARD THAT MAY BE SENT TO YOU BY THE COMPANY. IF YOU HAVE DONE SO, YOU MAY REVOKE THAT REVOCATION OF CONSENT BY DELIVERING A LATER DATED WHITE REQUEST CARD TO STARBOARD, IN CARE OF OKAPI PARTNERS LLC, WHICH IS ASSISTING US IN THIS SOLICITATION, AT THEIR ADDRESS LISTED ON THE FOLLOWING PAGE, OR TO THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY.

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IMPORTANT

IF YOUR SHARES OF COMMON STOCK ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE REQUEST CARD TO OKAPI PARTNERS LLC IN THE POSTAGE-PAID ENVELOPE PROVIDED.

IF YOUR SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A WRITTEN REQUEST WITH RESPECT TO YOUR SHARES AND ONLY UPON RECEIPT OF SPECIFIC INSTRUCTIONS FROM YOU. ACCORDINGLY, YOU SHOULD CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR A WRITTEN REQUEST TO BE SIGNED REPRESENTING YOUR SHARES OF COMMON STOCK. STARBOARD URGES YOU TO CONFIRM IN WRITING YOUR INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND TO PROVIDE A COPY OF SUCH INSTRUCTIONS TO STARBOARD IN CARE OF OKAPI PARTNERS LLC TO THE ADDRESS BELOW, SO THAT STARBOARD WILL BE AWARE OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO ENSURE THAT SUCH INSTRUCTIONS ARE FOLLOWED.

IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING OR DELIVERING YOUR WHITE REQUEST CARD OR REQUIRE ASSISTANCE, PLEASE CONTACT:

OKAPI PARTNERS LLC

437 Madison Avenue, 28th Floor

New York, N.Y. 10022

(212) 297-0720

Stockholders Call Toll-Free at: (877) 285-5990

E-mail: info@okapipartners.com

WHILE NEITHER CALLING THE SPECIAL MEETING NOR THE APPROVAL BY SHAREHOLDERS OF THE NON-BINDING RESOLUTION AT THE SPECIAL MEETING WOULD PROHIBIT THE COMPANY FROM PROCEEDING WITH THE RED LOBSTER SEPARATION, WE BELIEVE SHAREHOLDERS SHOULD HAVE A FORUM FOR EXPRESSING THEIR VIEWS ON THIS EXTREMELY IMPORTANT ISSUE.  STARBOARD IS THEREFORE SEEKING YOUR SUPPORT TO CALL A SPECIAL MEETING TO DISCUSS THE PROPSOED RED LOBSTER SEPARATION BEFORE IT IS FORCED THROUGH WITHOUT SHAREHOLDER SUPPORT.  ONLY AFTER THE SPECIAL MEETING IS CALLED, WILL SHAREHOLDERS BE ASKED TO VOTE ON THE NON-BINDING PROPOSAL. IF SHAREHOLDERS APPROVE THE NON-BINDING RESOLUTION AT THE SPECIAL MEETING, WE BELIEVE IT WOULD SEND A STRONG MESSAGE TO THE BOARD AND WE WOULD HOPE THE COMPANY WOULD DELAY ANY PENDING SEPARATION TRANSACTION INVOLVING RED LOBSTER AND CONDUCT A FULL EVALUATION OF ALL VALUE-CREATION OPPORTUNITIES FOR THE COMPANY AND ITS BUSINESSES.  SHOULD THE BOARD REFUSE TO IMPLEMENT THE NON-BIDING RESOLUTION IF APPROVED BY SHAREHOLDERS AT THE SPECIAL MEETING, WE ARE PREPARED TO TAKE ALL STEPS NECESSARY TO HOLD THE BOARD ACCOUNTABLE FOR ITS ACTIONS, INCLUDING NOMINATING A MAJORITY SLATE OF DIRECTOR CANDIDATES AND SEEKING THE SUPPORT OF OUR FELLOW SHAREHOLDERS TO REPLACE A MAJORITY OF THE BOARD AT THE 2014 ANNUAL MEETING.

WE HOPE THIS WILL PROVE UNNECESSARY. WE REMAIN HOPEFUL THAT THE BOARD WILL TAKE A STEP BACK, LISTEN TO THE SHAREHOLDERS, AND ULTIMATELY DO WHAT IS RIGHT.

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We are seeking your support to request that the Company call a special meeting of shareholders, in accordance with the applicable provisions of the Charter, Bylaws and FBCA. If we are successful in our solicitation of written requests, and the special meeting of shareholders is called and held, Starboard expects to present, at the special meeting, a proposal to approve a non-binding resolution urging the Board not to approve any agreement or proposed transaction involving a separation or spin-off of the Company’s Red Lobster business prior to the 2014 Annual Meeting unless such agreement or transaction would require shareholder approval. 

PAST CONTACTS

The following is a chronology of events leading up to the current solicitation:

· On December 19, 2013, Darden issued a press release announcing, among other things, that the Board has approved a proposed separation of the Company’s Red Lobster business through a spin-off or sale transaction.  In the press release, the Company stated that it expects the form of such separation for Red Lobster to be a spin-off.

· On December 23, 2013, Starboard filed a Schedule 13D with the SEC (the “Schedule 13D”) disclosing a 5.6% interest in Darden.  In the Schedule 13D, Starboard stated that it invested in the Company based on Starboard’s belief that Darden is deeply undervalued and represents an attractive investment opportunity and that opportunities exist within the control of   management and the Board to take actions that would create significant value for the benefit of all shareholders.  Starboard further stated that it had conducted extensive research on Darden and had reviewed the proposed separation of Red Lobster as well as the second quarter financial results and believed that the plan outlined by management falls significantly short of the actions required to maximize shareholder value and that it is disappointed with the continued poor financial performance of the Company.  Starboard also expressed its belief in the Schedule 13D that there is a significant opportunity to dramatically improve Darden’s operating performance, as well as opportunities to realize substantial value from the Company’s real estate holdings and to explore other strategic options available to Darden to maximize shareholder value, including alternative business sale or separation transactions.

· On January 8, 2013, representatives of Starboard had a discussion with certain members of management to gain a better understanding of Darden as well as the proposed separation of Red Lobster .

· Over the following week, representatives of Starboard worked with Matthew Stroud, Darden’s Vice President of Investor Relations, to schedule a meeting with management at the Company’s headquarters in Orlando, FL.  The meeting was scheduled for January 29, 2014.

· On January 21, 2014, Starboard delivered a letter to the Company’s Chairman and CEO, Clarence Otis, and the Board expressing its serious concerns with the proposed separation of Red Lobster .

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· On January 29, 2014, representatives of Starboard met with certain members of management at the Company’s headquarters in Orlando, FL to discuss the proposed separation of Red Lobster and the operations of the Company.

· On February 10, 2014, Starboard delivered a letter to the Company’s Chairman and CEO, Clarence Otis, and the Board reiterating its belief that the Company’s current plan to spin-out or sell Red Lobster is not in the best interests of shareholders.

· On February 24, 2014, Starboard delivered an open letter to Darden’s shareholders informing them that it has filed a preliminary solicitation statement seeking to call a special meeting of Darden’s shareholders to provide shareholders with a democratic forum for expressing their views on the proposed separation of Red Lobster.

· On March 3, 2014, the Company issued a press release announcing the Company’s conference call to investors and the investor presentation titled “Strategic Action Plan to Enhance Shareholder Value — Spring 2014” prepared by the Company for use during the conference call, which states, among other things, that Darden remains on track to execute its previously announced plan to separate the Red Lobster business through either a spin-off or a sale of the Red Lobster business and that the sale process is well underway.

THE SPECIAL MEETING

Shareholders deserve a forum to discuss the potentially value destructive separation of Red Lobster.  At this time, Starboard is only soliciting your request to call the special meeting to discuss the proposed separation. Starboard is not currently seeking your proxy, consent, authorization or agent designation for approval of the Proposals or any other actions. In the event the special meeting is called, Starboard will send you proxy materials relating to the Proposals to be voted upon at the special meeting.  While we understand that the Proposals, if approved, will not prohibit the Company from proceeding with the separation of Red Lobster, we believe shareholders deserve to have their voices heard on this very important issue and that it is imperative for the Board to have a clear picture of the level of support among its shareholder base for the proposed separation of Red Lobster.

Starboard is soliciting written requests to have the Company call a special meeting of shareholders pursuant to the Charter and FBCA.  Starboard is furnishing this Solicitation Statement and the WHITE request card to enable you and the Company’s other shareholders to support us in requesting the special meeting be called and held. For the special meeting to be properly requested in accordance with the Charter and FBCA, written requests in favor of calling the special meeting must be executed by the holders of not less than fifty percent (50%) of all votes entitled to be cast on any issue contemplated to be considered at the proposed special meeting.

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According to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 24, 2013, as of December 13, 2013 there were 131,264,373 shares of Common Stock outstanding. Based on such number, and the fact that Starboard already owns in the aggregate 7,253,073 shares of Common Stock, additional written requests to call a special meeting from holders of an aggregate of at least [58,379,687] shares of Common Stock will be required to request the Company to call the special meeting.  Please complete, sign and return the enclosed WHITE request card as promptly as possible.  The failure to sign and return the WHITE request card will have the same effect as opposing the calling of the special meeting.

In order for our request to call a special meeting to be effective, the Company must receive properly completed and unrevoked written requests signed by a sufficient number of shareholders within seventy (70) days of the Record Date.Consequently, it is anticipated that by [_______], 2014, Starboard will need to deliver properly completed and unrevoked written requests to call the special meeting from holders of at least fifty percent (50%) of the shares of Common Stock outstanding as of the close of business on the Record Date.  Nevertheless, we intend to set [_______], 2014 as the goal for submission of such written requests.

If Starboard is successful in its solicitation of written requests, the Company will be required under the Charter and FBCA to call and hold the special meeting.  Upon receipt of the requisite number of written requests from shareholders in favor of calling the special meeting, Starboard anticipates delivering such written requests to the Company promptly, together with written notice of the business proposed to be brought before the special meeting pursuant to Article XI of the Charter, Section 8 of the Bylaws and Section 607.0702 of the FBCA.

Section 6 of the Bylaws requires the Company to mail or otherwise deliver notice of the special meeting, stating the time and place of the meeting and the general nature of the business to be considered, to shareholders entitled to vote at the meeting at least ten (10) days before the date of the special meeting.

After the special meeting is called, Starboard intends to solicit proxies from shareholders in support of the Proposals by sending you a notice of the special meeting, a proxy statement and a proxy card for use in connection with the special meeting.  At the special meeting, shareholders will be asked to vote “FOR” the Proposals.

Starboard expects to request, in any future proxy solicitation relating to the special meeting, authority to (i) initiate and vote for proposals to recess or adjourn the special meeting for any reason and (ii) oppose and vote against any proposal to recess or adjourn the special meeting. Starboard does not currently anticipate additional proposals on any substantive matters. Nevertheless, Starboard reserves the right to either modify the Proposals or cause additional proposals to be identified in the notice of, and in, the proxy materials for the special meeting. Starboard is not aware of any other proposals to be brought before the special meeting. However, should other proposals be brought before the special meeting, Starboard will vote its proxies on such matters in its discretion.

WRITTEN REQUEST PROCEDURES

Starboard is only soliciting your written requests to call the special meeting to discuss this extremely important matter. In the event the special meeting is called, Starboard will send you proxy materials relating to the Proposals to be voted upon at the special meeting.

Pursuant to this Solicitation Statement, Starboard is soliciting written requests from holders of outstanding shares of Common Stock to call the special meeting. By executing a request, a shareholder is requesting the Company to call the special meeting and designating specified persons as the shareholder’s agents and is authorizing the designated agents to (i) request that the Company call the special meeting and hold the special meeting as soon as possible, and (ii) exercise all rights of the holders of shares of Common Stock incidental to calling the special meeting and causing the purposes of the authority expressly granted pursuant to the written requests to the designated agents to be carried into effect, including to apply, if need be, to an appropriate court to order that the special meeting be held. Please note that written requests to call the special meeting do not grant the designated agent(s) the power to vote your shares of Common Stock at the special meeting and do not commit you to cast any vote in favor or against any proposal to be brought before the special meeting.  To vote on the matters to be brought before the special meeting, you must vote by proxy or in person at the special meeting.

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You may revoke your written request to have the Company call a special meeting at any time before the delivery of requests from holders of shares of Common Stock representing in the aggregate, including shares held in the aggregate by Starboard, the requisite fifty percent (50%) threshold by delivering a written revocation to Starboard in care of Okapi Partners LLC at the address set forth on page 5 of this Solicitation Statement.  Such a revocation must clearly state that your written request to call a special meeting is no longer effective.  Any revocation of a written request to call a special meeting will not affect any action taken by the designated agent(s) pursuant to the written request prior to such revocation.  Although such revocation is also effective if delivered to the Secretary of the Company or to such other recipient as the Company may designate as its agent, Starboard requests that either the original or photostatic copies of all revocations be mailed or faxed to Starboard, care of Okapi Partners LLC, so that Starboard will be aware of all revocations and can more accurately determine if and when enough requests have been received from shareholders to call a special meeting.  While we urge you not to sign any revocation of a request card that may be sent to you by the Company, if you have done so or do so, you may revoke that revocation of your written request by delivering a later dated WHITE request card to Starboard, in care of Okapi Partners LLC, at its address listed herein, or to the principal executive offices of the Company.  If so properly delivered, a later dated WHITE request card will constitute an effective revocation of any earlier-dated written revocation.

Upon receipt of the requisite number of written requests from shareholders in favor of calling a special meeting, Starboard anticipates delivering such written requests to the Company promptly.  Only after the special meeting is called, will shareholders be asked to vote on the Proposals.

If your shares of Common Stock are held in the name of a brokerage firm, bank nominee or other institution, only it can sign a written request or revoke any request previously given with respect to your shares and only upon receipt of your specific instructions.  Accordingly, please contact the person responsible for your account and give instructions for a WHITE request card representing your shares to be signed. Starboard urges you to confirm in writing your instructions to the person responsible for your account and to provide a copy of such instructions to Starboard, care of Okapi Partners LLC, at the address set forth on page 5 of this Solicitation Statement so that Starboard will be aware of all instructions given and can attempt to ensure that such instructions are followed.

SOLICITATION OF REQUESTS; EXPENSES

The entire expense of preparing and mailing this Solicitation Statement and any other soliciting material and the total expenditures relating to the solicitation of requests to call the special meeting will be borne by Starboard.  In addition to the use of the mails, requests may be solicited by Starboard by facsimile, telephone, telegraph, Internet, in person and by advertisements. Banks, brokerage houses, and other custodians, nominees and fiduciaries will be requested to forward solicitation material to the beneficial owners of the Common Stock that such institutions hold, and Starboard will reimburse such institutions for their reasonable out-of-pocket expenses in so doing.

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Starboard has retained Okapi Partners LLC, a proxy solicitation firm, to assist in the solicitation of requests and the proxy solicitation in connection with the special meeting for a fee not to exceed $[________] plus reimbursement of reasonable out-of-pocket expenses. Okapi Partners LLC will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws.  That firm will utilize approximately [___] persons in its solicitation efforts.

Starboard estimates that its total expenditures relating to the solicitation of requests to call a special meeting and the solicitation of proxies for approval of the Proposals at the special meeting will be approximately $[_________].  Total cash expenditures to date relating to these solicitations have been approximately $[_________].

If Starboard is successful in its solicitation of requests to call a special meeting and in its solicitation of proxies approving the Proposals at the special meeting, it intends to seek reimbursement from the Company for the actual expenses incurred in connection with this solicitation and the solicitation of proxies approving the Proposals at the special meeting.  Following the special meeting, Starboard will request that the Board approve a reimbursement of such expenses.  Starboard does not currently intend to submit such matter to a vote of the Company’s shareholders.

CERTAIN INFORMATION REGARDING THE PARTICIPANTS

The participants in this solicitation are Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”),Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard Leaders Delta LLC (“Delta LLC”), Starboard Leaders Fund LP (“Leaders Fund”), Starboard Value LP, Starboard Value GP LLC (“Starboard Value GP”), Starboard Principal Co LP (“Principal Co”), Starboard Principal Co GP LLC (“Principal GP”), Starboard Value A LP (“Starboard A LP”), Starboard Value A GP LLC (“Starboard A GP”), Starboard Value R LP (“Starboard R LP”), Starboard Value R GP LLC (“Starboard R GP”),  Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld, Bradley D. Blum, Charles M. Sonsteby and Robert Mock.

The principal business of Starboard V&O Fund, a Cayman Islands exempted company, is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Each of Starboard S LLC, a Delaware limited liability company, Starboard C LP, a Delaware limited partnership, and Delta LLC, a Delaware limited liability company, has been formed for the purpose of investing in securities and engaging in all related activities and transactions. The principal business of Leaders Fund, a Delaware limited partnership, is serving as a private investment partnership.  Starboard Value LP, a Delaware limited partnership, provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Delta LLC, Leaders Fund and of certain managed accounts (the “Starboard Value LP Accounts”) and as the manager of Starboard S LLC. The principal business of Starboard Value GP, a Delaware limited liability company, is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co, a Delaware limited partnership, is providing investment advisory and management services.  Principal Co is a member of Starboard Value GP.  Principal GP, a Delaware limited liability company, serves as the general partner of Principal Co. Starboard A LP, a Delaware limited partnership, serves as the general partner of Leaders Fund and the managing member of Delta LLC. Starboard A GP, a Delaware limited liability company, serves as the general partner of Starboard A LP. Starboard R LP, a Delaware limited partnership, serves as the general partner of Starboard C LP.  Starboard R GP, a Delaware limited liability company, serves as the general partner of Starboard R LP. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP.  The principal occupation of Mr. Blum is serving as a restaurateur and the owner of BLUM Enterprises, LLC, a progressive restaurant company focused on creating and operating new restaurant brands.  Among other restaurant industry roles, Mr. Blum formerly served as President of Olive Garden and as CEO of Burger King.  The principal occupation of Mr. Sonsteby is serving as the Chief Financial Officer and Chief Administrative Officer of each of The Michaels Companies, Inc. and Michaels Stores, Inc. Mr. Sonsteby formerly served as Chief Financial Officer and Executive Vice President of Brinker International, Inc.  The principal occupation of Mr. Mock is serving as a restaurant consultant. Among other restaurant industry roles, Mr. Mock formerly served as Executive Vice President Operations of Olive Garden and Chief Operating Officer of Romano’s Macaroni Grill. Messrs. Smith, Mitchell, Feld, Blum, Sonsteby and Mock are citizens of the United States.

10

The address of the principal office of each of Starboard S LLC, Starboard C LP, Delta LLC, Leaders Fund, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, Starboard A LP, Starboard A GP, Starboard R LP, Starboard R GP and Messrs. Smith, Mitchell and Feld is 830 Third Avenue, 3rd Floor, New York, New York 10022. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands.  The principal business address of Mr. Blum is c/o BLUM Enterprises, LLC, 126 Park Avenue South, Suite A, Winter Park, Florida 32789.  The principal business address of Mr. Sonsteby is c/o Michaels Stores, Inc., 8000 Bent Branch Drive, Irving Texas 75063.  The principal business address of Mr. Mock is 606 Crestwood Lane, Holmes Beach, Florida 34217.

As of the date hereof, Starboard V&O Fund directly owns 1,161,790 shares of Common Stock.  As of the date hereof, Starboard S LLC directly owns 281,286 shares of Common Stock.  As of the date hereof, Starboard C LP directly owns 172,625 shares of Common Stock. Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 172,625 shares owned by Starboard C LP.  Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 172,625 shares owned by Starboard C LP.  As of the date hereof, Delta LLC directly owns 1,272,025 shares of Common Stock.  Leaders Fund, as a member of Delta LLC, may be deemed the beneficial owner of the 1,272,025 shares owned by Delta LLC.  Starboard A LP, as the general partner of Leaders Fund and the managing member of Delta LLC, may be deemed the beneficial owner of the 1,272,025 shares owned by Delta LLC. Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 1,272,025 shares owned by Delta LLC.  As of the date hereof, Starboard Value LP beneficially owns 7,250,000 shares of Common Stock, consisting of shares of Common Stock owned directly by Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC, and 4,362,274 shares of Common Stock held in the Starboard Value LP Accounts.  Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Feld and Mitchell, each as a member of Principal GP and as a member of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the aggregate of 7,250,000 shares of Common Stock owned directly by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Delta LLC and held in the Starboard Value LP Accounts.  As of the date hereof, Mr. Blum directly owns 1,000 shares of Common Stock.  As of the date hereof, Mr. Sonsteby directly owns 1,500 shares of Common Stock.  As of the date hereof, Mr. Mock directly owns 573 shares of Common Stock.

Each participant in this solicitation, as a member of a “group” with the other participants for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the 7,253,073 shares of Common Stock owned in the aggregate by all of the participants in this solicitation. Each participant in this solicitation specifically disclaims beneficial ownership of the shares of Common Stock he or it does not directly own.  For information regarding purchases and sales of securities of the Company during the past two years by the participants in this solicitation, see Schedule I.

The shares of Common Stock purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Delta LLC and through the Starboard Value LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).  The shares of Common Stock purchased by each of Messrs. Blum, Sonsteby and Mock were purchased in the open market with personal funds.

On February 19, 2014, Starboard Value LP entered into an advisor agreement (the “Advisor Agreement”) with Mr. Blum in view of Mr. Blum’s unique skill set, broad restaurant industry experience and extensive restaurant industry knowledge.  Pursuant to the Advisor Agreement and in consideration for the performance of certain consulting and advisory services by Mr. Blum, Starboard Value LP agreed to pay Mr. Blum an upfront fee equal to $50,000 in cash.  Mr. Blum agreed to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company, no later than ten (10) business days after receipt of such compensation, except in certain limited circumstances.

11

On February 24, 2014, Starboard V&O Fund, Starboard S LLC, Starboard C LP, Delta LLC, Leaders Fund, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, Starboard A LP, Starboard A GP, Starboard R LP, Starboard R GP and Messrs. Smith, Mitchell, Feld and Blum entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) they agreed to solicit proxies or written consents to (i) request that Darden call a special meeting of shareholders to approve the Proposals and (ii) approve the Proposals at any special meeting called for such purpose, and (b) Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC agreed to bear all expenses incurred in connection with the activities of the joint filing participants, subject to certain limitations (the “Joint Filing and Solicitation Agreement”).

On February 28, 2014, Starboard Value LP entered into an advisor agreement (the “Advisor Agreement”) with Mr. Sonsteby in view of Mr. Sonsteby’s unique skill set, broad restaurant industry experience and extensive restaurant industry knowledge.  Pursuant to the Advisor Agreement and in consideration for the performance of certain consulting and advisory services by Mr. Sonsteby, Starboard Value LP agreed to pay Mr. Sonsteby an upfront fee equal to $50,000 in cash.  Mr. Sonsteby agreed to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company, no later than ten (10) business days after receipt of such compensation, except in certain limited circumstances.

On March 4, 2014, Mr. Sonsteby entered into a Joinder Agreement to the Joint Filing Solicitation Agreement, pursuant to which he agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each of the participants of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.

On March 9, 2014, Starboard Value LP entered into an advisor agreement (the “Advisor Agreement”) with Mr. Mock in view of Mr. Mock’s unique skill set, broad restaurant industry experience and extensive restaurant industry knowledge.  Pursuant to the Advisor Agreement and in consideration for the performance of certain consulting and advisory services by Mr. Mock, Starboard Value LP agreed to pay Mr. Mock an upfront fee equal to $50,000 in cash.  Mr. Mock agreed to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company, no later than ten (10) business days after receipt of such compensation, except in certain limited circumstances.

On March 10, 2014, Mr. Mock entered into a Joinder Agreement to the Joint Filing Solicitation Agreement, pursuant to which he agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each of the participants of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.

Except as set forth in this Solicitation Statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the special meeting; (xii) no participant in this solicitation holds any positions or offices with the Company; (xiii) no participant in this solicitation has a family relationship with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer; and (xiv) no corporations or organizations, with which any participant in this solicitation has been employed in the past five years, is a parent, subsidiary or other affiliate of the Company. There are no material proceedings to which any participant in this solicitation or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

OTHER MATTERS

The principal executive offices of the Company are located at 1000 Darden Center Drive, Orlando, Florida 32837.  Except as otherwise noted herein, the information concerning the Company has been taken from or is based upon documents and records on file with the SEC and other publicly available information. Although Starboard does not have any knowledge that would indicate that any statement contained herein based upon such documents and records is untrue, it does not take any responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by the Company to disclose events that may affect the significance or accuracy of such information.  For information regarding the security ownership of certain beneficial owners and management of the Company, see Schedule II.

12

SHAREHOLDER PROPOSALS

According to the Company’s proxy statement for its 2013 Annual Meeting of Shareholders (the “2013 Annual Meeting”), any shareholder wishing to submit a proposal to be included in the Company’s proxy statement for its 2014 Annual Meeting, must deliver such proposal(s) to Darden’s principal office on or before April 8, 2014.  Shareholder proposals should be mailed to the Corporate Secretary, Darden Restaurants, Inc., 1000 Darden Center Drive, Orlando, Florida 32837.

In addition, according to the Company’s proxy statement for its 2013 Annual Meeting, under the Bylaws, any shareholder wishing to nominate a director or bring other business before the shareholders at the Company’s 2014 Annual Meeting, must notify the Company’s Corporate Secretary in writing on or before May 21, 2014 and include in such notice the specific information required under the Bylaws.

The information set forth above regarding the procedures for submitting shareholder proposals for consideration at the 2014 Annual Meeting is based on information contained in the Company’s proxy statement for its 2013 Annual Meeting.  The incorporation of this information in this Solicitation Statement should not be construed as an admission by Starboard that such procedures are legal, valid or binding.

YOUR SUPPORT IS IMPORTANT

NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN WE ARE SEEKING YOUR SUPPORT. PLEASE SIGN, DATE AND MAIL IN THE ENCLOSED POSTAGE-PAID ENVELOPE THE ENCLOSED WHITE REQUEST CARD AS SOON AS POSSIBLE.

IF YOUR SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A WRITTEN REQUEST WITH RESPECT TO YOUR COMMON STOCK.  ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR A WRITTEN REQUEST TO BE SIGNED REPRESENTING YOUR SHARES OF COMMON STOCK.

WHOM YOU CAN CALL IF YOU HAVE QUESTIONS

If you have any questions or require any assistance, please contact Okapi Partners LLC, Starboard’s solicitation agent, at the following address and telephone numbers:

OKAPI PARTNERS LLC

437 Madison Avenue, 28th Floor

New York, N.Y. 10022

(212) 297-0720

Stockholders Call Toll-Free at: (877) 285-5990

E-mail: info@okapipartners.com

13

IT IS IMPORTANT THAT YOU SIGN AND DATE YOUR WHITE REQUEST CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY.  NO POSTAGE IS NECESSARY.

STARBOARD VALUE LP

[_____________], 2014

14

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY

DURING THE PAST TWO YEARS

Shares of Common Stock Purchased/(Sold) Date of Purchase / Sale

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

56,300	10/01/2013
42,225	10/02/2013
14,075	10/03/2013
112,600	10/09/2013
84,450	10/10/2013
84,450	10/11/2013
28,150	10/15/2013
(56,300)	10/17/2013
(28,150)	10/25/2013
(42,225)	10/28/2013
126,675	10/29/2013
42,225	10/30/2013
28,150	10/31/2013
28,250	11/01/2013
13,683	12/11/2013
6,754	12/12/2013
62,886	12/19/2013
44,100	12/19/2013
28,848	12/19/2013
380,764	12/19/2013
25,200	12/19/2013
50,776	12/20/2013
27,904	12/20/2013

STARBOARD VALUE AND OPPORTUNITY S LLC

13,800	10/01/2013
10,350	10/02/2013
3,450	10/03/2013
27,600	10/09/2013
20,700	10/10/2013
20,700	10/11/2013
6,900	10/15/2013
(13,800)	10/17/2013
(6,900)	10/25/2013
(10,350)	10/28/2013
31,050	10/29/2013
10,350	10/30/2013
6,900	10/31/2013
6,800	11/01/2013
2,582	12/11/2013
1,269	12/12/2013
15,191	12/19/2013
10,653	12/19/2013
6,969	12/19/2013
91,978	12/19/2013
6,087	12/19/2013
12,266	12/20/2013
6,741	12/20/2013

STARBOARD VALUE AND OPPORTUNITY C LP

8,300	10/01/2013
6,225	10/02/2013
2,075	10/03/2013
16,600	10/09/2013
12,450	10/10/2013
12,450	10/11/2013
4,150	10/15/2013
(8,300)	10/17/2013
(4,150)	10/25/2013
(6,225)	10/28/2013
18,675	10/29/2013
6,225	10/30/2013
4,150	10/31/2013
4,150	11/01/2013
2,191	12/11/2013
1,083	12/12/2013
9,383	12/19/2013
6,580	12/19/2013
4,304	12/19/2013
56,810	12/19/2013
3,760	12/19/2013
7,576	12/20/2013
4,163	12/20/2013

STARBOARD LEADERS DELTA LLC

121,481	12/19/2013
85,189	12/19/2013
55,725	12/19/2013
735,543	12/19/2013
48,680	12/19/2013
145,466	12/20/2013
79,941	12/20/2013

STARBOARD VALUE LP

(Through the Starboard Value LP Accounts)

21,600	10/01/2013
16,200	10/02/2013
5,400	10/03/2013
43,200	10/09/2013
32,400	10/10/2013
32,400	10/11/2013
10,800	10/15/2013
(21,600)	10/17/2013
(10,800)	10/25/2013
(16,200)	10/28/2013
48,600	10/29/2013
16,200	10/30/2013
10,800	10/31/2013
10,800	11/01/2013
200,000	11/19/2013
300,000	11/20/2013
22,680	11/21/2013
8,000	11/22/2013
269,320	11/26/2013
125,000	11/27/2013
15,000	12/03/2013
131,544	12/11/2013
65,894	12/12/2013
290,160	12/19/2013
203,478	12/19/2013
133,104	12/19/2013
1,756,854	12/19/2013
116,273	12/19/2013
338,916	12/20/2013
186,251	12/20/2013

BRADLEY D. BLUM

1,000 03/03/2014

CHARLES M. SONSTEBY

500	02/14/2014
1,000	03/04/2014

ROBERT MOCK

(2,008.267)	04/18/2012
(54.44)	09/24/2012

SCHEDULE II

The following tables are reprinted from the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 6, 2013.

STOCK OWNERSHIP OF MANAGEMENT

This table shows the beneficial ownership of our common shares, and information concerning restricted stock units, phantom stock units and PSUs, as of May 26, 2013, by our directors, director nominees, executive officers named in the Summary Compensation Table and all of our directors and executive officers as a group.  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 26, 2013.  Except as otherwise indicated, a person has sole voting and investment power with respect to the common shares beneficially owned by that person.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Shares(1)			Phantom Stock Units and Performance Stock Units(2)		Common Shares Beneficially Owned as Percent of Common Shares Outstanding(3)
Michael W. Barnes		2,323			—		*
Leonard L. Berry		41,960			—		*
Christopher J. Fraleigh		24,567			—		*
Victoria D. Harker		9,211			—		*
David H. Hughes		94,519	(4)		—		*
Charles A. Ledsinger, Jr.		72,640			4,475		*
Eugene Lee		222,730			31,370		*
William M. Lewis, Jr.		113,253			—		*
Senator Connie Mack, III (5)		36,019			—		*
Andrew H. Madsen		799,106	(4)		65,200		*
Clarence Otis, Jr.		1,296,339	(4)		176,497		*
David T. Pickens		390,098			33,378		*
C. Bradford Richmond		229,969			35,176		*
Michael D. Rose		161,786	(4)		—		*
Maria A. Sastre		48,586			—		*
William S. Simon		2,323			—		*
All directors and executive officers as a group (23 persons)		4,446,820			468,247		3.32	%

*           Less than one percent.

(1) Includes common shares subject to options exercisable within 60 days of May 26, 2013, as follows: Dr. Berry, 12,000 shares; Mr. Hughes, 17,254 shares; Mr. Ledsinger, 46,165 shares; Mr. Lee, 164,842 shares; Mr. Lewis, 39,338 shares; Senator Mack, 12,000 shares; Mr. Madsen, 672,065 shares; Mr. Otis, 977,684 shares; Mr. Pickens, 326,984 shares; Mr. Richmond, 199,721 shares; Mr. Rose, 60,825 shares; Ms. Sastre, 18,274 shares; and all directors and executive officers as a group, 3,330,136 shares.

Includes common shares held by the trustee of the Darden Savings Plan in the Employee Stock Ownership Plan for the accounts of our executive officers, with respect to which the officers have sole voting power and sole investment power, as follows: Mr. Pickens, 724 shares and all directors and executive officers as a group, 1,493 shares.

Includes restricted stock awarded under our Management and Professional Incentive Plan (“MIP”) as of May 26, 2013, with respect to which the officers have sole voting power but no investment power, as follows: Mr. Madsen, 15,460 shares; Mr. Otis, 18,660 shares; Mr. Pickens, 7,249 shares; Mr. Richmond, 2,234 shares; and all directors and executive officers as a group, 55,483 shares.

Includes phantom stock units allocated to the Darden stock fund under our Director Compensation Program for the accounts of the following non-employee directors, which are settled in stock, with respect to which the individuals have no voting or investment power, as follows: Mr. Fraleigh, 4,452 units; Mr. Hughes, 5,113 units; Mr. Ledsinger, 24,970 units; Mr. Lewis, 23,092 units; Senator Mack, 849 units; Mr. Rose, 36,447 units; Ms. Sastre 9,810 units; and all directors and executive officers as a group, 104,733 units.

Includes restricted stock units awarded under the Director Compensation Program, which are settled in stock, with respect to which the individuals have no voting or investment power, as follows: Mr. Hughes, 5,565 units; Mr. Rose, 22,413 units; Ms. Sastre, 3,727 units; and all directors and executive officers as a group, 31,705 units.

(2) Includes phantom stock units allocated to the Darden stock fund under our non-qualified deferred compensation plan, the FlexComp Plan, which are settled in cash, with respect to which the individuals have no voting or investment power, as follows: Mr. Madsen, 87 units; Mr. Otis, 46,103 units; Mr. Pickens, 7 units; Mr. Ledsinger, 4,475 units; Mr. Richmond, 4,440 units; and all directors and executive officers as a group, 55,112 units.

Includes PSUs awarded under our MIP as of May 26, 2013, with respect to which officers have no voting or investment power, as follows: Mr. Lee, 31,370 units; Mr. Madsen, 65,113 units; Mr. Otis, 130,394 units; Mr. Pickens, 33,371 units; Mr. Richmond, 30,736 units; and all directors and executive officers as a group, 413,135 units.

(3) For any individual or group, 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, and the phantom stock units and restricted stock units settled in stock described in footnote 1 above, by (b) the sum of (i) the number of shares outstanding on May 26, 2013, plus (ii) the number of shares underlying options exercisable within 60 days and phantom stock units and restricted stock units described in footnote 1 above held by just that individual or group. This calculation does not include phantom stock units settled in cash or PSUs described in footnote 2 above.

(4) Includes shares held in a trust for the following: Mr. Hughes, 7,500 shares; Mr. Madsen, 110,100 shares; Mr. Otis, 95,000 shares and Mr. Rose, 38,034 shares.

(5) Popularly known as Connie Mack, III, Senator Mack files Section 16 reports (Forms 3, 4 and 5) under his legal name of Cornelius McGillicuddy, III.

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 26, 2013.  As indicated in the footnotes, we have based this information on reports filed by these shareholders with us and with the SEC.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percent of Class(2)
Capital Research Global Investors 333 South Hope Street Los Angeles, CA 90071	14,341,000(3)	11.01
BlackRock, Inc. 40 East 52nd Street New York, NY 10022	9,216,038(4)	7.07
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	7,564,877(5)	5.81

(1) “Beneficial ownership” is defined under the SEC rules to mean more than ownership in the usual sense.  Under applicable rules, you beneficially own our common shares not only if you hold them directly but also if you indirectly (such as through a relationship, a position as a director or trustee, or a contract or understanding) have or share the power to vote, sell or acquire them within 60 days.

(2) The figure reported is a percentage of the total of 130,291,985 common shares outstanding on May 26, 2013, excluding treasury shares.

(3) Based on a Schedule 13G filed February 13, 2013, as of December 31, 2012, Capital Research Global Investors beneficially owned an aggregate of 14,341,000 shares, and had sole power to vote and dispose of all those shares.

(4) Based on a Schedule 13G filed February 8, 2013, as of December 31, 2012, BlackRock, Inc. beneficially owned an aggregate of 9,216,038 shares, and had sole power to vote and dispose of all those shares.

(5) Based on a Schedule 13G filed February 11, 2013, as of December 31, 2012, The Vanguard Group, Inc. beneficially owned an aggregate of 7,564,877 shares, and had sole power to vote 223,896 shares, sole dispositive power over 7,350,081 shares, and shared dispositive power over 241,796 shares.

PRELIMINARY COPY SUBJECT TO COMPLETION

DATED MARCH 11, 2014

WRITTEN REQUEST

OF SHAREHOLDERS OF DARDEN RESTAURANTS, INC.

SOLICITED BY STARBOARD VALUE LP

TO CALL A SPECIAL MEETING OF SHAREHOLDERS OF

DARDEN RESTAURANTS, INC.

THIS SOLICITATION IS NOT BEING MADE ON BEHALF OF DARDEN RESTAURANTS, INC.

Each of the undersigned hereby constitutes and appoints [______], with full power of substitution, the agent of the undersigned (said agent, together with each substitute appointed, if any, collectively, the “Designated Agents”) in respect of all shares of common stock, no par value per share (the “Common Stock”), of Darden Restaurants, Inc. (the “Company”) owned by each of the undersigned to do any or all of the following, to which each of the undersigned hereby consents:

1. The demand of the call of a special meeting of shareholders of the Company pursuant to Section 607.0702 of the Florida Business Corporations Act and Article XI of the Company’s Articles of Incorporation, as amended, for the following purposes: (i) to approve a non-binding resolutionurging the Board of Directors of the Company not to approve any agreement or proposed transaction involving a separation or spin-off of the Company’s Red Lobster business prior to the Company’s 2014 Annual Meeting of Shareholders unless such agreement or transaction would require shareholder approval, and (ii) to transact such other business as may properly come before the special meeting.

2. The exercise of any and all rights of each of the undersigned incidental to calling the special meeting and causing the purposes of the authority expressly granted herein to the Designated Agents to be carried into effect; provided, however, that nothing contained in this instrument shall be construed to grant the Designated Agents the right, power or authority to vote any shares of Common Stock owned by the undersigned at the special meeting or at any other shareholders meeting.

The undersigned hereby authorizes and designates the Designated Agents to collect and deliver this request to the Company, and to deliver any other information required in connection therewith.

This request supersedes, and the undersigned hereby revokes, any earlier dated revocation which the undersigned may have submitted to Starboard, the Company or any designee of either.

Print Name:______________________________________________________________

Signature:_______________________________________________________________

Signature (if held jointly):____________________________________________________

Title (only if shares are held by an entity):_______________________________________

Dated:__________________________________________________________________

Please sign exactly as your shares are registered. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporation name by a duly authorized officer. If a partnership, please sign in partnership name by authorized person. This demand will represent all shares held in all capacities.

PLEASE COMPLETE, SIGN, DATE AND MAIL

IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS PROMPTLY AS POSSIBLE

CORRESP

O   L   S   H   A   N PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022 TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222

EMAIL:  SWOLOSKY@OLSHANLAW.COM

DIRECT DIAL:  212.451.2333

March 11, 2014

VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL

Mellissa Campbell Duru, Esq.

Special Counsel

United States Securities and Exchange Commission

Office of Mergers and Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

Re: Darden Restaurants, Inc.

Preliminary Consent Solicitation Statement filed on Schedule 14A

Filed on February 24, 2014 Starboard Value LP, Starboard Value and Opportunity Master Fund Ltd., Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Leaders Delta LLC, Starboard Leaders Fund LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value R LP , Starboard Value R GP LLC, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld, Bradley D. Blum (“Starboard et al”)

Soliciting Materials on Schedule 14A

Filed February 24, 2014

Filed by Starboard et al

File No. 1-13666

Dear Ms. Duru:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated March 5, 2014 (the “Staff Letter”) with regard to the above-referenced matter.  We have reviewed the Staff Letter with Starboard and provide the following responses on its behalf.  For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.  Terms that are not otherwise defined have the meanings ascribed to them in the Consent Solicitation Statement (the “Solicitation Statement”).

O L S H A N   F R O M E   W O L O S K Y   L L P WWW.OLSHANLAW.COM

March 11, 2014

Page 2

General

1. We note the amended Schedule 13D filed by the filing persons on March 4, 2014.  Please revise the consent solicitation to include Mr. Sonsteby as a participant/filing person.

We acknowledge the Staff’s comment and have revised the Solicitation Statement to include Mr. Sonsteby as a participant/filing person.

2. Please include information as of the most reasonable practicable date and fill in all blanks.  For example, revise to update information required by Item 5(b) of Schedule 14A, inclusive of updated information related to any additional filing persons who are added.

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly to include information as of the most reasonable practicable date, including updating the information required by Item 5(b) of Schedule 14A relating to the addition of Mr. Sonsteby as a participant/filing person.  We also confirm that all blanks in the Solicitation Statement will be filled in prior to the filing of a definitive consent solicitation statement by Starboard.

“Why you were sent this solicitation...”

3. Please make consistent revisions to respond to comments regarding disclosure included in the preliminary consent solicitation statement that are identical and/or similar to disclosure included in additional soliciting materials.

We acknowledge the Staff’s comment and have consistently revised the Solicitation Statement to respond to comments regarding disclosure included in the Solicitation Statement that are identical and/or similar to disclosure included in additional soliciting materials.

4. Please provide context to your statement that you are one of the largest shareholders of the company by referencing the approximate time that you have been the beneficial owners of greater than 5% of outstanding shares.

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly.  See page 1 of the Solicitation Statement.

5. At the forefront of the consent solicitation statement, please clarify, if appropriate, that this is the first of a series of steps that you may possibly take to influence the Darden Board.  For example, revise to highlight any intentions the participants have that are in addition to the current consent solicitation and the Special Meeting, if one is called.

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly. See pages 3 and 5 of the Solicitation Statement.

6. Please revise the consent solicitation statement to more clearly explain why you are seeking consents to call a special meeting that could, at best, only result in shareholders approving a non-binding resolution.  Generally, please revise to emphasize the non-binding nature of the resolution(s) you may seek to get approved at a Special Meeting.

We acknowledge the Staff’s comment and have revised the Solicitation Statement to more clearly indicate the non-binding nature of the proposal and to more clearly explain why Starboard is taking this action to call a special meeting for approval of a non-binding resolution. See pages 1, 2, 3, 5 and 7 of the Solicitation Statement.

March 11, 2014

Page 3

7. Please refer to our prior comment.  Clarify your disclosure throughout the soliciting materials to highlight the legal actions the Board may take even if sufficient requests to call a Special Meeting are obtained (i.e., the Board may proceed with the Red Lobster Separation before or after a Special Meeting is called).  If the participants believe that the Board may not legally proceed with the proposed transaction under state law or the constitutive documents of the Company without first holding a Special Meeting, then revise to state this fact and provide support for any such assertion.  If the participants acknowledge the Board could legally proceed with the proposed Red Lobster Separation even if the consent solicitation and vote at a Special Meeting were successful, then revise to more clearly state this.

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly. See pages 1, 2, 3, 5 and 7 of the Solicitation Statement.

8. Clearly disclose what the participants intend to do if the Board of Directors refuses to implement the non-binding resolution if approved by shareholders.  For example, disclose the participants’ current belief regarding the need (as expressed in their February letter to the Board) for “immediate changes in Board composition...” and the future role, if any, of Messrs. Blum and Stonsteby.

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly.  See pages 3 and 5 of the Solicitation Statement.  In addition, we advise on a supplemental basis that the roles of Messrs. Blum and Sonsteby remain solely as advisors to Starboard and that as of this time, any further roles for Messrs. Blum and Sonsteby with respect to the Company have not been determined.

9. Please advise us of the other “significant shareholders” that have expressed concerns with regard to the proposed Red Lobster Separation.  Also, please specify the percentage of shares owned by any “significant shareholder” to which you refer.

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly.  See page 2 of the Solicitation Statement.  In addition, we advise on a supplemental basis that the other significant shareholder is Barington Capital Group LP (“Barington”) as evidenced by Barington’s letters, press releases and presentations, including its letter to the board of directors of the Company (the “Board”), dated September 23, 2013, its press releases dated October 17, 2013, November 21, 2013, December 17, 2013, January 13, 2014 and January 27, 2014 as well as Barington’s presentation and webcast on the Company dated December 17, 2013 and January 30, 2014, respectively.

March 11, 2014

Page 4

10. You disclose that concerns regarding the Red Lobster proposal are shared “broadly” and disclose your belief that the “vast majority” of shareholders are opposed to the Red Lobster proposal.  Please be consistent in your disclosure and please supplementally provide support for the opinions you have expressed regarding shareholders’ level of shared concern.

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly. See page 2 of the Solicitation Statement.  Please also refer to our response to Question #9 above.

11. Please refer to footnote 1 and your references to the two public letters to the Company.  Shareholders are entitled to an accurate, concise and complete summary of the facts and/or supportable opinions to which you refer.  If you intend for the letters to constitute a part of the solicitation, then please file such letters under cover of Schedule 14A.  Refer to Rule 14a-6(b).  Alternatively, please include within the consent solicitation statement the material items that you intend for shareholders to consider in making an informed decision regarding the submission of their consents.

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly.  See page 2 of the Solicitation Statement.

12. Please refer to our prior comment.  Other than attaching the letters to the company as exhibits to the beneficial ownership reports filed by the participants on EDGAR, please advise us of any actions the participants may have taken to otherwise disseminate or publish the letters and the dates of any such action.  We may have further comment.

We acknowledge the Staff’s comment and advise on a supplemental basis that Starboard has taken the following actions to disseminate or otherwise publish the public letters referenced in the Solicitation Statement:

· Letter to the CEO and Board of the Company dated January 21, 2014 (the “January 21 Letter”): (i) filed as an exhibit to Amendment No. 1 to the Schedule 13D filed with the Commission on January 21, 2014 and (ii) included  link to letter in press release issued on January 21, 2014; and

· Letter to the CEO and Board dated February 10, 2014 (the “February 10 Letter”): (i) filed as an exhibit to Amendment No. 2 to the Schedule 13D filed with the Commission on February 11, 2014and (ii) included full text of letter in press release issued on February 10, 2014.

13. Should you choose to continue to refer to Darden’s stock price performance, please include disclosure acknowledging the myriad of factors that may impact stock price during the referenced time period.  Further, please provide context to your comparative metric by specifying the “peer group” that you have used to compare Darden’s stock price performance.

We acknowledge the Staff’s comment and confirm that should Starboard choose to continue to refer to Darden’s stock price performance, Starboard will include disclosure acknowledging the myriad of factors that may impact stock price during the referenced time period and will specify the “peer group” that Starboard has used to compare Darden’s stock price performance.

March 11, 2014

Page 5

14. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief.  Please revise your disclosure and provide support for assertions of opinion.  For example, please characterize as your opinion and/or provide us with support for the statements you make with respect to the following non-exclusive list of assertions:

· “...the Company has largely ignored the serious concerns voiced by its shareholders...,”;

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly to remove the phrase “largely ignored.”  See page 2 of the Solicitation Statement.

· “...Given management’s track record of poor performance and poor decision making...,”;

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly.  See page 3 of the Solicitation Statement.  We also refer to the stock performance chart and discussion of SG&A expenses (as defined therein) on page 2 of the Solicitation Statement.

· Starboard’s opinion that the current market price significantly undervalues the value of its business and real estate assets (emphasis added); and,

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly.  See page 6 of the Solicitation Statement.

· Starboard’s belief that the separation would “impair Darden’s ability to realize full value for the Company’s substantial real estate holdings could destroy substantial  shareholder value (emphasis added).

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly.  See page 6 of the Solicitation Statement.

Where the basis of support are other documents, provide either complete copies of the documents or sufficient pages of information so that we can assess the context of the information upon which you rely.  Mark any supporting documents provided to identify the specific information relied upon, such as quoted statements, financial statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.

We acknowledge the Staff’s comment and where applicable, have provided either complete copies of the documents or sufficient pages of information so that you can assess the context of the information upon which we rely.

March 11, 2014

Page 6

15. We note reference to how the record date will be determined pursuant to state law.  Referencing applicable state law provisions and/or the Company’s bylaws, please supplementally advise us of whether there are any other means of determining the record date.  Advise us supplementally of whether the Board may declare a record date, which would be distinct from a record date determined on the basis of when a request is first delivered by a shareholder.  We may have further comment.

We acknowledge the Staff’s comment and advise on a supplemental basis that the record date will be determined pursuant to Florida law because the Company’s Bylaws do not provide for details regarding the Company’s ability to set a record date and thus by default, Section 607.0707 of the Florida Business Corporations Act controls, which provides that the record date for determining the shareholders entitled to demand a special meeting shall be the first date on which a signed written request is delivered to the Company.  Under the current Bylaws, the Board may not declare a record date.

Solicitation of Requests, page 9

16. We note that you plan on soliciting requests in person, by mail, advertisement, telephone, telecopier, or the internet.  Please be advised that all written soliciting materials, including any e-mails or scripts to be used in soliciting requests must be filed under the cover of Schedule 14A on the date of first use.  Refer to Rule 14a-6(b) and (c).  Please confirm your understanding.

We acknowledge the Staff’s comment and hereby confirm our understanding that all written soliciting materials, including any e-mails or scripts to be used in soliciting requests must be filed under the cover of Schedule 14A on the date of first use.

17. Further to our comment above.  Please inform us of whether you also plan to solicit requests via internet chat rooms and tell us which websites you plan to utilize.  Please advise us of your plans, if any, to comply with Rules 14a-6 and 14a-9 for any such online communications.

We acknowledge the Staff’s comment and hereby confirm that we do not plan to solicit requests via internet chat rooms.

Additional Soliciting Materials filed February 24, 2014

18. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief.  Please revise your disclosure and provide support for assertions of opinion.  For example, please characterize as your opinion and/or provide us with support for the statements you make with respect to the following non-exclusive list of assertions:

· reference to the “poorly-conceived plan” to separate Red Lobster;

· “...the Red Lobster Separation would not only be suboptimal but may ...be ...potentially even worse for shareholders than the status quo...”  (emphasis added); and,

· “...the Red Lobster Separation is not the result of an informed evaluation of all available opportunities to create shareholder value...”

Where the basis of support are other documents, provide either complete copies of the documents or sufficient pages of information so that we can assess the context of the information upon which you rely.  Mark any supporting documents provided to identify the specific information relied upon, such as quoted statements, financial statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.

We acknowledge the Staff’s comments and provide the following supplemental response.  In addition, we hereby confirm that where applicable, we have provided either complete copies of the documents or sufficient pages of information so that you can assess the context of the information upon which we rely.

March 11, 2014

Page 7

We refer to the January 21 Letter, the February 10 Letter and Starboard’s open letter to shareholders, dated February 24, 2014 (collectively, the “Letters”), copies of which are attached hereto as Annex A.  In the Letters, Starboard clearly expresses why it believes the proposed separation of Red Lobster is a “poorly-conceived plan” that is “potentially even worse for shareholders than the status quo” and accordingly, that “the Red Lobster Separation is not the result of an informed evaluation of all available opportunities to create shareholder value.”

Starboard is concerned, for example, that the proposed separation (i) would create a new public company with a single underperforming restaurant concept that it would expect to trade at a steep discount to the Company and other peers; (ii) as currently contemplated, may impair the Company’s ability to realize full value for its substantial real estate holdings; and (iii) fails to address the key factors driving the Company’s continued underperformance, including a bloated cost structure, a lack of focus on restaurant operations, and an inefficient asset base and capital structure.  Starboard provides a more detailed analysis of the foregoing concerns in the Letters, including its belief that the proposed separation of Red Lobster does not address the equally important tasks of turning around Olive Garden.

 In addition, Starboard’s research indicates that (i) the Company’s real estate is extremely valuable, (ii) such value is not currently recognized in the share price, (iii) there is little strategic value to owning the real estate, and (iv) the current corporate structure is not tax efficient, and that particularly, points (ii) and (iii) are evidenced by the fact that most of the Company’s best-performing peers, including those that trade at higher multiples than the Company, own comparatively little real estate and have moved increasingly to divest what real estate they do own.  Starboard has had discussions regarding several realistic scenarios for a potential separation with real estate advisors, tax-experts, and interested buyers.

Starboard also believes that separating Red Lobster before consummating a real estate transaction would destroy value.  As discussed above, Starboard believes a stand-alone Red Lobster would likely trade at a substantial discount to casual dining peers or to where the Company currently trades and that this discounted multiple would be applied to consolidated earnings and cash flow, even though a material portion of Red Lobster’s earnings and cash flow will be directly attributable to rental income, which should be quite stable, even if Red Lobster continues to struggle.  Given the positive characteristics of rental income together with the tax efficiency available through a Real Estate Investment Trust (“REIT”) structure, REITs typically trade at substantial premiums to casual dining companies.  Starboard believes that by spinning out Red Lobster before separating the real estate, this value may be permanently impaired and that it is important to understand that when valuing real estate, in addition to factors like location, lease agreements, and alternative uses, the credit-worthiness of the tenant is an important consideration.  In light of this, Starboard believes that by spinning out Red Lobster alone, the real estate within Red Lobster would be less valuable than it is today because the credit-worthiness of Red Lobster on a stand-alone basis would be far worse than that of either the Company, as it is currently comprised, or even a new company composed of a subset of the Company’s current concepts.  Starboard has engaged in discussions with Wall Street REIT analysts, whose expertise lies in valuing REITs, as well as potential buyers of the Company’s real estate, and both strongly corroborate this view.

March 11, 2014

Page 8

In light of the foregoing analysis, which is discussed in more detail in the Letters, Starboard believes the proposed plan to separate Red Lobster “is not the result of an informed evaluation of all available opportunities to create shareholder value.”  Starboard believes the Company needs a comprehensive plan that includes value creation initiatives for all aspects of the business.

19. We refer you to the statements throughout the soliciting materials that require clarification to facilitate the accuracy of shareholders’ understanding.  For example, there are numerous references to shareholders’ ability to influence or stop the potential Separation.  Such statements should be accompanied by disclosure that clearly highlights the limitations that apply to any shareholder action, given that any resolution(s) passed would be non-binding.  Also, the assertion that the future value of Darden will be “materially impacted by this important decision” should be supplemented to clarify that the material impact could be either positive or negative.  Consistent with this comment, please revise your materials, as may be appropriate.

We acknowledge the Staff’s comment and have revised the Solicitation Statement accordingly.

*     *     *     *     *     *

The Staff is invited to contact the undersigned with any comments or questions it may have.  We would appreciate your prompt advice as to whether the Staff has any further comments.  Thank you for your assistance.

Sincerely,

/s/ Steven Wolosky, Esq.

Steven Wolosky, Esq.

Enclosure

cc:           Jeffrey C. Smith

March 11, 2014

Page 9

ACKNOWLEDGMENT

In connection with responding to the comments of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its comment letter dated March 5, 2014 (the “Staff Letter”) relating to the Preliminary Consent Solicitation Statement on Schedule 14A filed by the undersigned on February 24, 2014 and related additional soliciting materials (the “Filings”), each of the undersigned acknowledges the following:

· the undersigned is responsible for the adequacy and accuracy of the disclosure in the Filings;

· the Staff’s comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filings; and

· the undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[SIGNATURES ON FOLLOWING PAGE]

March 11, 2014

Page 10

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By:  Starboard Value LP,
its investment manager   STARBOARD VALUE AND OPPORTUNITY S LLC By:  Starboard Value LP,
its manager   STARBOARD VALUE AND OPPORTUNITY C LP By:  Starboard Value R LP
its general partner   STARBOARD VALUE R LP By:  Starboard Value R GP LLC,
its general partner   STARBOARD LEADERS DELTA LLC By:  Starboard Value A LP,
its managing member   STARBOARD LEADERS FUND LP By:  Starboard Value A LP
its general partner     STARBOARD VALUE A LP By:  Starboard Value A GP LLC,
its general partner   STARBOARD VALUE LP By:  Starboard Value GP LLC,
its general partner   STARBOARD VALUE GP LLC By:  Starboard Principal Co LP,
its member   STARBOARD PRINCIPAL CO LP By:  Starboard Principal Co GP LLC,
its general partner   STARBOARD PRINCIPAL CO GP LLC   STARBOARD VALUE A GP LLC   STARBOARD VALUE R GP LLC

By:	/s/ Jeffrey C. Smith
	Name:	Jeffrey C. Smith
	Title:	Authorized Signatory

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Bradley D. Blum and Charles M. Sonsteby

ANNEX A

January 21, 2014

Darden Restaurants, Inc.

1000 Darden Center Drive

Orlando, FL 32837

Attn: Clarence Otis, Chairman and Chief Executive Officer

cc: Board of Directors

Dear Clarence,

Thank you for taking the time to speak with us on January 8th.  Our discussion with you, Brad Richmond, Bill White, and Matthew Stroud was helpful in gaining a better understanding of Darden Restaurants, Inc. (“Darden”, or the “Company”), as well as the recently announced plan to separate Red Lobster through a spin-off or sale transaction.  As you know, Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 5.5% of the outstanding common stock of Darden, making us one of the Company’s largest shareholders.  We look forward to meeting with you later this month in Orlando to continue our dialogue and discuss our views on the Company in more detail.  In the meantime, given the critical and time-sensitive nature of the Company’s recently-announced plan to separate Red Lobster, we feel it is important to comment publicly at this time, so that management, shareholders, and the board of directors (the “Board”) can fully understand the matters at hand before the Company goes too far down the road toward pursuing a strategy that may not be in the best long-term interests of shareholders.

As we have discussed with you, we believe that the current market price of Darden significantly understates the value of Darden’s businesses and real estate assets.  We believe this is due primarily to the Company’s extended record of disappointing operating performance, poor capital allocation, and missed expectations.  Most notably, when adjusted for Darden’s extensive real estate ownership, the Company’s operating margins are well below peers.

We plan to address these issues and others in greater detail at a later date.  However, the purpose of this letter is primarily to share our thoughts on the proposed separation of Red Lobster announced by Darden in conjunction with its second quarter earnings announcement on December 19, 2013.

While we are pleased that you recognize that Red Lobster could perform better with increased management focus, we do not believe the currently proposed plan to spin-off or sell Red Lobster, by itself, is in the best interest of shareholders.  We believe the Company should more fully evaluate all available operational, financial, and strategic alternatives for Darden in order to create and execute on a comprehensive plan to address all aspects of the business and to ensure the best possible outcome for all shareholders.  This evaluation should include consultation with the Company’s financial advisors and discussions with shareholders such as Starboard.

In writing this letter, our hope is to convince management and the Board to delay the proposed separation of Red Lobster to allow for more time to evaluate all available opportunities, so that a more beneficial, all-encompassing solution can be proffered.

We Believe a Separation of Red Lobster as Currently Conceived Could Destroy Substantial Value

As one of the largest shareholders of Darden, we have serious concerns about the Company’s proposed plan to separate Red Lobster.  We believe this view is shared broadly by other shareholders, as evidenced by the substantial sell-off in the stock immediately following the announcement of the proposed separation.  The proposed separation is highly concerning for the following reasons:

(i)   It would create a new public company with a single poorly performing restaurant concept that we would expect to trade at a steep discount to Darden and other peers;

(ii)   As currently contemplated, it may impair Darden’s ability to realize full value for its substantial real estate holdings; and

(iii)   It fails to address the key factors driving Darden’s continued underperformance, including a bloated cost structure, a lack of focus on restaurant operations, and an inefficient asset base and capital structure.

We believe the proposed Red Lobster separation is not just a sub-optimal outcome, but one that may ultimately prove to be value destructive – potentially even worse for shareholders than the status quo.  It appears to us that the proposed plan is a hurried, reactive attempt, in the face of shareholder pressure, to do the bare minimum to appease shareholders and distract from the Company’s underlying problems, rather than the result of an informed and comprehensive review of all available opportunities to create shareholder value.

We Question the Operational and Strategic Rationale for a Separation of Red Lobster

It is difficult to understand the rationale for the proposed Red Lobster separation from a shareholder’s perspective.  From management’s perspective, we can certainly see the appeal – Red Lobster is currently facing several challenges, including declining same-store-sales and severe shrimp price inflation, driven by a blight that is currently affecting Asian shrimp supplies.  Red Lobster has therefore been the main culprit behind recent earnings misses and guidance revisions.  Without Red Lobster, you may reason, it will be easier to hit earnings forecasts and management may be subject to less criticism for poor performance.  However, it does not change the fact that, following a spin-out of Red Lobster, existing shareholders of Darden will continue to be adversely affected by the same issues that plague Red Lobster today.  We agree that Red Lobster is in need of substantial operational improvements and could perform better with increased management focus.  However, it is not clear why a new, stand-alone public Company is the optimal structure for Red Lobster to begin this intensive turnaround.

The proposed plan also does little to address the equally important tasks of turning around Olive Garden and reducing the Company’s bloated cost structure.  Although Olive Garden’s same-store-sales have not been as weak as Red Lobster’s in recent quarters, Olive Garden is a key driver of Darden’s value and is also in need of substantial operational improvements.  As an example, we estimate that Olive Garden has had same-restaurant traffic declines in 16 of the past 20 quarters.  Olive Garden has been able to largely offset these declines through price increases. However, this is merely a short-term fix, and driving improvements in traffic will be paramount to the long-term growth and success of the Olive Garden concept.  The Company has also done a poor job at managing expenses, and reductions throughout the entire organization are needed.  Selling, General, and Administrative (“SG&A”) expenses now stand at approximately 10% of sales, or 60 basis points worse than in fiscal year 2012, prior to the acquisition of Yard House, and is the highest percentage that it has been since at least fiscal year 2001.  In that time, Darden has acquired four new concepts – LongHorn Steakhouse, Capital Grille, Eddie V’s and Yard House – and has more than doubled revenue, but has failed to realize any of the expected cost synergies or to see any SG&A leverage.

While offloading Red Lobster in order to provide increased focus on execution may have some benefits, the proposed separation, as currently contemplated, is a mistake.  Following a comprehensive evaluation, it is quite possible that the optimal solution arrived at will include some form of spin-off or sale transaction.  However, it is far more likely that the optimal solution will involve separating multiple concepts together in a way that makes strategic sense, rather than simply isolating the most challenged business and spinning it out by itself.

A Red Lobster Separation Could Materially Impair Darden’s Substantial Real Estate Value

Our extensive research indicates that (i) Darden’s real estate is extremely valuable, (ii) such value is not currently recognized in the share price, (iii) there is little strategic value to owning the real estate, and (iv) the current corporate structure is not tax efficient.  Points (ii) and (iii), in particular, are evidenced by the fact that most of Darden’s best-performing peers, including those that trade at higher multiples than Darden, own comparatively little real estate and have moved increasingly to divest what real estate they do own.

There are multiple potential solutions and strong transaction precedents where similarly situated companies have been able to realize substantial value for shareholders by separating their real estate holdings from their operating assets in a tax-efficient manner.  We have had discussions regarding several realistic scenarios for a potential separation with real estate advisors, tax-experts, and interested buyers, and we do not believe there are any substantial impediments to completing a real estate transaction that creates significant value for shareholders.  We plan to address this in detail at the appropriate time, but for now the key points for management and the Board to recognize are that substantial long-term value may be created by separating Darden’s real estate and that the proposed Red Lobster separation may meaningfully impair that value.

Unfortunately, despite repeated inquiries from both shareholders and sell-side analysts, management has refused to provide any detailed analysis supporting its decision not to monetize Darden’s real estate.  It is our understanding that, when questioned regarding a real estate separation, management has repeatedly responded with specious arguments, including bloated estimates for debt refinancing costs, based on unrealistic scenarios for pro forma capitalization, and valuation multiples or cap rates that are inconsistent with recently completed comparable transactions.

Separating Red Lobster before Consummating a Real Estate Transaction Would Destroy Value

First, as discussed above, a stand-alone Red Lobster would likely trade at a substantial discount to casual dining peers or to where Darden currently trades.  This discounted multiple would be applied to consolidated earnings and cash flow, even though a material portion of Red Lobster’s earnings and cash flow will be directly attributable to rental income, which should be quite stable, even if Red Lobster continues to struggle.  Given the positive characteristics of rental income together with the tax efficiency available through a Real Estate Investment Trust (“REIT”) structure, REITs typically trade at substantial premiums to casual dining companies.  Therefore, allowing the real estate to reside with the Red Lobster operating company is highly inefficient from both a valuation and tax standpoint.

Second, by spinning out Red Lobster before separating the real estate, this value may be permanently impaired.  It is important to understand that when valuing real estate, in addition to factors like location, lease agreements, and alternative uses, the credit-worthiness of the tenant is an important consideration.  By spinning out Red Lobster alone, the real estate within Red Lobster would be less valuable than it is today because the credit-worthiness of Red Lobster on a stand-alone basis would be far worse than that of either Darden, as it is currently comprised, or even a new company composed of a subset of Darden’s current concepts.  We have engaged in discussions with Wall Street REIT analysts, whose expertise lies in valuing REITs, as well as potential buyers of Darden’s real estate, and both strongly corroborate this view.

Hence, it appears that management’s proposed plan is sub-optimal and may actually destroy shareholder value by impairing the value of the Red Lobster real estate.

When considering all of the issues highlighted in the preceding paragraphs, it is difficult to understand the rationale for the proposed Red Lobster separation from a shareholder perspective.  We do not believe that there is any single-point solution, such as a spin-off of Red Lobster, for solving the Company’s underlying issues.  Instead, Darden needs a comprehensive plan that includes value creation initiatives for all aspects of the business.  The current plan proposed by management is wholly inadequate, merely offloads management’s headache to shareholders, and does little to address the long-term underperformance of the Company.

We Urge the Board to Delay the Red Lobster Separation and Immediately Conduct a Comprehensive Evaluation of All Alternatives to Maximize Shareholder Value

We implore management and the Board to delay the impending separation of Red Lobster to allow time for a broader exploration of available alternatives, as well as to provide sufficient time for communications with shareholders, including Starboard, who have specific views on the best way for Darden to achieve the optimal result.

We believe a full exploration of available alternatives must include:

(i)   A substantial Company-wide (not just Red Lobster-specific) operational improvement plan designed to reduce costs meaningfully and put restaurant performance on par with Darden’s better-performing peers;

(ii)   An evaluation of all options for the Company’s real estate holdings, including a tax-efficient sale or REIT spin-off of the owned properties;

(iii)   An evaluation of the most logical and efficient combination of restaurant concepts to be spun out or otherwise separated from Darden.  As an example, the creation of a mainstream casual dining company including Red Lobster, Olive Garden, and LongHorn, and a high-end growth restaurant company including the five niche brands that currently operate as part of SRG; and

(iv)   An evaluation of other value creation initiatives, such as franchising certain concepts to take advantage of international growth opportunities, as well as domestic opportunities in certain markets, and re-franchising certain existing stores in markets where Darden has operational deficiencies, in order to improve both restaurant operating performance and returns on capital.

This evaluation of alternatives should include an in-depth review of management performance and skill set requirements to ensure the best possible execution of the new plan.  We believe that if the Company fully explores all alternatives and executes on the best available plan, the Company will create significant value for shareholders from the current undervalued market price.

Based on our research and discussions with you to date, we do not believe that these initiatives have been fully and objectively explored.  Further, given the negative reaction to the announcement of the proposed Red Lobster separation, shareholders are also clearly dissatisfied with the current proposal. In light of the foregoing concerns, as well as those raised by other large shareholders, we urge you not to continue down the current, potentially value destructive path.  Instead, we believe it is incumbent upon management and the Board to commit to a full exploration of all alternatives, including those discussed in this letter, with an open mind.  We believe that a failure to do so may violate the Board’s fiduciary duties.

We thank you in advance for considering our views and look forward to meeting with you at Darden’s corporate headquarters later this month.  We take our investment in the Company, and the Board’s stewardship of shareholders’ capital, very seriously.  We look forward to maintaining an open dialogue and working with you to ensure that value is created for all shareholders.

Best Regards,

/s/ Jeffrey C. Smith

Jeffrey C. Smith

Managing Member

Starboard Value LP

February 10, 2014

Darden Restaurants, Inc.

1000 Darden Center Drive

Orlando, FL 32837

Attn: Clarence Otis, Chairman and Chief Executive Officer

cc: Board of Directors

Dear Clarence,

We appreciate the time that you and your team spent with us in Orlando on January 29th.  Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 5.5% of the outstanding common stock of Darden Restaurants, Inc. (“Darden”, or the “Company”), making us one of the Company’s largest shareholders.  As we previously indicated, we have conducted extensive research on the Company and the casual dining industry, and we believe substantial opportunities exist to create value for all shareholders within the control of management and the board of directors of the Company (the “Board”).  Although we appreciate your efforts during our meeting to address our concerns regarding the current plan to spin-out or sell Red Lobster, we continue to believe the plan is not in the best interests of shareholders and could potentially destroy substantial value.

As you know, we issued a letter on January 21st, 2014 expressing our serious concerns with the proposed separation of Red Lobster and urging the Board to undertake a comprehensive review of all available operational, financial, and strategic alternatives to create value for shareholders.  A copy of that letter is available at http://tinyurl.com/Starboard-Letter-to-Darden.  We were surprised and terribly disappointed with the Company’s hurried response, just a few hours after the release of our letter, reaffirming the Company’s intention to move forward with its existing plan, including the separation of Red Lobster.  This hasty response, lacking any substance, demonstrates the Board is intent on ignoring the serious concerns voiced by significant shareholders regarding the proposed Red Lobster separation and is unwavering in its commitment to consummate the proposed separation despite the potential destruction of shareholder value.

Over the past two weeks, we have had a chance to speak with a number of Darden shareholders.  These shareholders have expressed similar concerns regarding the current plan and their desire for the Company to undertake a more fulsome review of all available opportunities to create value for shareholders.  Additionally, these shareholders are all acutely aware that completing a spin-off or sale of Red Lobster without fully and objectively evaluating opportunities for the Company’s owned real estate could result in substantial shareholder value destruction.

It appears that the Company currently intends to complete the Red Lobster separation prior to holding the Company’s 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”), when all of the Company’s directors will be up for election.  Should the Board force through this ill-conceived and potentially value destructive plan while continuing to ignore the input of its major shareholders, it would clearly demonstrate that this Board does not regard acting in the best interests of shareholders as its primary directive.  We are currently evaluating all options in furtherance of providing a means for shareholders to have their voices heard on the proposed Red Lobster separation prior to its completion.  We are also prepared to take all steps necessary to hold the Board accountable for its actions, including nominating a majority slate of director candidates and seeking the support of our fellow shareholders to replace a majority of the Board at the 2014 Annual Meeting.

We hope this will prove unnecessary.  We ask that you and the Board take a step back, listen to your shareholders, and do what is right.

We continue to conduct our own analysis of Darden and look forward to publicly sharing the results of our independent review.  This analysis will include a detailed discussion of the key value creation opportunities that we have identified through our in-depth research and our discussions with other large shareholders of Darden, including:

1.   A substantial Company-wide (not just Red Lobster-specific) operational improvement plan, including meaningful cost reductions and other changes that will put restaurant performance on par with Darden’s better-performing peers;

2.   An evaluation of all options for the Company’s real estate holdings, including a tax-efficient sale or REIT spin-off of the owned properties;

3.   An evaluation of the most logical and efficient combination of restaurant concepts to be spun out or otherwise separated from Darden.  As an example, the creation of a mainstream casual dining company including Red Lobster, Olive Garden, and LongHorn, and a high-end growth restaurant company including the five niche brands that currently operate as part of the Specialty Restaurant Group; and

4.   An evaluation of other value creation initiatives, such as franchising certain concepts to take advantage of international growth opportunities, as well as domestic opportunities in certain markets, and re-franchising certain existing stores in markets where Darden has operational deficiencies, in order to improve both restaurant operating performance and returns on capital.

As part of this broad assessment of value creation opportunities, we would also like to engage with you regarding the composition of the Board.  It is our belief that, given the dismal historical performance of Darden under the guidance of the existing Board, and the required actions needed to return the Company to profitable growth, immediate changes in Board composition are absolutely required.

Darden’s stock price performance has been abysmal over almost any time period.  Most notably, the Company has underperformed its closest direct competitors by a shocking 350% over the past five years.

We recognize that the changes necessary to improve upon this performance are substantial, but we ask that you and the Board approach our engagement with an open mind.  Our goal is to work with you to take the actions required to set the Company back on the right track towards profitable growth and shareholder value creation.  We are, after all, one of the Company’s largest shareholders, and our sole motivation is to ensure the best outcome for all shareholders.

Thank you for your time and attention.  We will make ourselves available at your convenience to discuss these and other topics.

Best Regards,

/s/ Jeffrey C. Smith

Jeffrey C. Smith

Managing Member

Starboard Value LP

AN IMPORTANT MESSAGE TO THE SHAREHOLDERS OF DARDEN RESTAURANTS, INC.

February 24, 2014

Dear Fellow Shareholders:

Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 5.5% of the outstanding common stock of Darden Restaurants, Inc. (“Darden” or the “Company”), making us one of the Company’s largest shareholders.  As discussed in our two public letters to the Company (available at http://tinyurl.com/Starboard-Letter-to-Darden and http://tinyurl.com/Starboard-Letter-to-Darden-II), we have conducted extensive research on the Company and the casual dining industry, and we believe substantial opportunities exist to create value for all shareholders within the control of management and the board of directors of the Company (the “Board”).

Unfortunately, instead of addressing the serious concerns and value creation opportunities outlined publicly by us and another large shareholder, the Company announced a poorly-conceived plan to separate Red Lobster (the “Red Lobster Separation”).  We believe the Red Lobster Separation would not only be suboptimal, but may ultimately prove to be value destructive – potentially even worse for shareholders than the status quo.  It appears that the proposed plan is a hurried, reactive attempt, in the face of shareholder pressure, to conveniently cast off the weight of the struggling Red Lobster business, rather than address the Company’s serious operational issues head-on through increased management focus.  What seems clear is that the Red Lobster Separation is not the result of an informed evaluation of all available opportunities to create shareholder value.

Starboard believes that the Company should undertake a comprehensive review of all available operational, financial, and strategic alternatives to create value for shareholders before hastening to complete a Red Lobster Separation that may destroy substantial value.  Starboard is concerned that if the Company completes a spin-off or sale of Red Lobster without first fully and objectively evaluating all opportunities for the Company’s owned real estate, then substantial shareholder value could be destroyed.

Potentially even more concerning, management appears to be rushing the implementation of the Red Lobster Separation before shareholders would have the opportunity to express their views on this issue or elect Board members to better represent shareholder interests.  As currently conceived, the Red Lobster Separation would be completed prior to the Company’s 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”) and without requiring a shareholder vote.  We believe that shareholders deserve the right to voice their displeasure with this suboptimal and potentially value-destroying plan.  This issue is far too important for the future value of Darden to be rushed through without shareholder support.

SHAREHOLDERS DESERVE AN OPPORTUNITY TO HAVE THEIR VOICES HEARD BEFORE DARDEN COMPLETES ANY SEPARATION OR SPIN-OFF OF THE RED LOBSTER BUSINESS

Unfortunately, to date, the Company has largely ignored the serious concerns voiced by us and other shareholders, and the Board appears unwavering in its commitment to the Red Lobster Separation.  The Company also appears intent on expeditiously completing the Red Lobster Separation prior to the 2014 Annual Meeting, which is not expected to be held until mid-September.  If management and the Board are left unchecked, shareholders will not have an opportunity to have their voices heard on the Red Lobster Separation, as a referendum or otherwise.

We cannot allow this to happen.  The future value of Darden will be materially impacted by this important decision, and shareholders deserve the right to seek to stop a potential mistake before it happens.  For these reasons, we filed this morning a Preliminary Solicitation Statement with the Securities and Exchange Commission (“SEC”) to solicit your support to help us request that Darden call a special meeting of shareholders of the Company (the “Special Meeting”).  Under Florida law and the Company’s Bylaws, the holders of 50% of the Company’s outstanding shares have the right to demand that the Company call a Special Meeting.  We believe that calling the Special Meeting is the best means available for providing a democratic forum for all shareholders to express their views on the Company’s proposed separation of Red Lobster before it is too late.

As a first step, we will be soliciting your written request to call the Special Meeting.  Your support to call the Special Meeting will simply allow shareholders the opportunity and right to voice their opinions.  By supporting the call of the Special Meeting, you are not committing to vote either in favor or against the Red Lobster Separation.  Instead, you are affirming that you would be in favor of calling a Special Meeting to discuss this extremely important decision affecting the future value of your company and your investment.  Assuming we are successful in getting the Special Meeting called, we will then be requesting your support for the following proposal at the Special Meeting:

 to approve a non-binding resolution urging the board of directors of the Company (the “Board”) not to approve any agreement or proposed transaction involving a separation or spin-off of the Company’s Red Lobster business prior to the 2014 Annual Meeting unless such agreement or transaction would require shareholder approval.

If, as we believe, the vast majority of the Company’s shareholders are against the proposed Red Lobster Separation and ultimately approve our non-binding proposal at the Special Meeting, we believe it would be incumbent upon the Board to immediately delay any separation transaction and conduct a full and objective evaluation of all value creation opportunities.

THE SPECIAL MEETING IS AN OPPORTUNITY FOR SHAREHOLDERS TO SEND A CLEAR MESSAGE TO THE BOARD THAT WE ARE DISSATISFIED WITH THE PROPOSED RED LOBSTER SEPARATION AS CURRENTLY CONCEIVED

Our SEC filing earlier today represents the first step towards allowing all shareholders to have their voices heard on the proposed Red Lobster Separation before it is too late.  Your support in calling the Special Meeting will send a strong message that shareholders want the Board to slow down and review all strategic alternatives to maximize value before rushing to complete the Red Lobster Separation.  If our non-binding proposal is ultimately approved at the Special Meeting, the message would even be that much louder and clearer and should compel the Board not to continue down its current, potentially value destructive path.  Should the Board nevertheless continue to disregard the serious concerns of its shareholders, we are prepared to take all steps necessary to hold the Board accountable for its actions, including nominating a majority slate of director candidates and seeking the support of our fellow shareholders to replace a majority of the Board at the 2014 Annual Meeting.

As we discussed in our two public letters to the Company, Darden’s long-term performance under the leadership of this management team and Board have been unacceptable.  As just one example, Selling, General, and Administrative (“SG&A”) expenses now stand at approximately 10% of sales, or 60 basis points worse than in fiscal year 2012, prior to the acquisition of Yard House, and the highest percentage since at least fiscal year 2001.  In that time, Darden has acquired four new concepts – LongHorn Steakhouse, Capital Grille, Eddie V’s, and Yard House – and has more than doubled revenue, but has failed to realize any of the expected cost synergies or to see any SG&A leverage.  As a result, Darden’s consolidated margins, when adjusted for the Company’s substantial real estate ownership, are now well below peers despite having among the highest average unit volumes and the greatest scale in the casual dining space.  Even more concerning, Darden’s stock price performance has been unacceptable, with Darden underperforming its peer group by more than 300% over the last five years.1

Given management and the Board's track record of poor performance and poor decision-making, together with our belief that the proposed Red Lobster Separation is deeply flawed, we believe it is critical for shareholders in this case to have the right to review and approve any transaction involving Red Lobster that takes place prior to the 2014 Annual Meeting, at which time shareholders will have an opportunity to elect directors whom they believe represent their best interests. 

WE ARE CONDUCTING AN INDEPENDENT, DETAILED ANALYSIS OF THE VALUE CREATION OPPORTUNITIES AT DARDEN

We continue to conduct our own independent analysis of Darden's operations.  We plan to publicly comment in more detail in advance of the Special Meeting.  Our analysis will include a detailed discussion of each of the value creation opportunities that we outlined in our public letters to the Company.  In particular, we will highlight numerous operating improvements that we believe are necessary to turn around Darden’s key restaurant concepts.

To that end, we have begun recruiting highly qualified restaurant operators to advise us as we refine our operating plan for Darden.  We believe the perspective of leading restaurant operating executives will be invaluable to shareholders, particularly in light of the notable lack of meaningful restaurant operating experience among Darden’s Board and senior management.

1 For full stock price performance details, see our letter dated February 10, 2014 and available at http://tinyurl.com/Starboard-Letter-to-Darden-II

Prior to any Special Meeting, we will also comment in detail on the value of Darden’s real estate and outline several ways in which Darden can realize that value in a tax-efficient manner.  However, the Board needs to understand that shareholders are keenly aware that this value could be meaningfully impaired if Darden completes the Red Lobster Separation prior to a real estate transaction.

YOU DO NOT NEED TO DO ANYTHING AT THIS TIME

WE WILL BE SENDING YOU A DEFINITIVE SOLICITATION STATEMENT AND A WHITE SPECIAL MEETING REQUEST CARD IN THE NEXT FEW WEEKS

We believe that shareholders have a right to be heard.  As one of Darden’s largest shareholders, our interests are directly aligned with those of all shareholders.  Over the coming weeks, we will communicate additional details regarding how you can support us in calling the Special Meeting.

For now, it is important to know that we are not seeking your written request to call the Special Meeting at this time.  In the next few weeks, we hope to file our Definitive Solicitation Statement with the SEC, at which time we will be sending you a copy of the Definitive Solicitation Statement together with a WHITE Special Meeting Request card.

We thank you in advance for your support.

Best Regards,

/s/ Jeffrey C. Smith

Jeffrey C. Smith

Managing Member

Starboard Value LP

 CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Starboard Value LP, together with the other participants named herein (“Starboard”), has made a preliminary filing with the Securities and Exchange Commission (“SEC”)of a solicitation statement and an accompanying WHITE request card to be used to solicit requests that Darden Restaurants, Inc. (the “Company”) call a special meeting of shareholders to approve a non-binding resolution urging the Board of Directors of the Company not to approve any agreement or proposed transaction involving a separation or spin-off of the Company’s Red Lobster business prior to the 2014 Annual Meeting of Shareholders unless such agreement or transaction would require shareholder approval.

STARBOARD ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE SOLICITATION STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THESE MATERIALS WITHOUT CHARGE UPON REQUEST.

The participants in this solicitation are Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”), Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard Leaders Delta LLC (“Delta LLC”), Starboard Leaders Fund LP (“Leaders Fund”), Starboard Value LP, Starboard Value GP LLC (“Starboard Value GP”), Starboard Principal Co LP (“Principal Co”), Starboard Principal Co GP LLC (“Principal GP”), Starboard Value A LP (“Starboard A LP”), Starboard Value A GP LLC (“Starboard A GP”), Starboard Value R LP (“Starboard R LP”), Starboard Value R GP LLC (“Starboard R GP”),  Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Bradley D. Blum.

As of the date hereof, Starboard V&O Fund directly owns 1,161,790 shares of common stock, no par value of the Company (the “Common Stock”).  As of the date hereof, Starboard S LLC directly owns 281,286 shares of Common Stock.  As of the date hereof, Starboard C LP directly owns 172,625 shares of Common Stock. Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 172,625 shares owned by Starboard C LP.  Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 172,625 shares owned by Starboard C LP.  As of the date hereof, Delta LLC directly owns 1,272,025 shares of Common Stock.  Leaders Fund, as a member of Delta LLC, may be deemed the beneficial owner of the 1,272,025 shares owned by Delta LLC.  Starboard A LP, as the general partner of Leaders Fund and the managing member of Delta LLC, may be deemed the beneficial owner of the 1,272,025 shares owned by Delta LLC.  Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the 1,272,025 shares owned by Delta LLC.  As of the date hereof, Starboard Value LP beneficially owns 7,250,000 shares of Common Stock, consisting of shares of Common Stock owned directly by Starboard V&O Fund, Starboard S LLC, Starboard C LP and Delta LLC, and 4,362,274 shares of Common Stock held in the Starboard Value LP Accounts.  Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Feld and Mitchell, each as a member of Principal GP and as a member of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the aggregate of 7,250,000 shares of Common Stock owned directly by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Delta LLC and held in the Starboard Value LP Accounts.  As of the date hereof, Mr. Blum does not own shares of Common Stock of the Company.