Florida | 59-3305930 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share or stock option | Proposed maximum aggregate offering price | Amount of registration fee | ||||||||||||
Common Stock, without par value(2) | 6,726,247 shares | $69.18(3) | $465,321,767.46(3) | $54,071.00 | ||||||||||||
(1) | Represents the number of shares of the registrant’s Common Stock available for issuance pursuant to the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (the “Plan”), consisting of the sum of (a) 900,000 shares of Common Stock initially authorized for issuance pursuant to the Plan plus (b) 5,826,247 shares of Common Stock consisting of (i) shares available for future awards under the Darden Restaurants, Inc. 2002 Stock Incentive Plan (the “Prior Plan”) as of the effective date of the Plan and (ii) shares related to outstanding awards under the Prior Plan as of the effective date of the Plan that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without issuance of such shares. The number of shares of common stock being registered is subject to adjustment to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |||||||||||||||
(2) | Includes rights to purchase shares of Series A Junior Participating Preferred Stock, which rights are attached to and trade with the common stock. In addition, pursuant to Rule 416(c) under the Securities Act of 1993, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. | |||||||||||||||
(3) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h)(1) under the Securities Act based on the average of the high and low sales prices of the registrant's Common Stock traded on the New York Stock Exchange as reported in the consolidated reporting system on September 16, 2015. |
(a) | our annual report on Form 10-K for the fiscal year ended May 31, 2015, filed July 24, 2015; |
(b) | our current reports on Form 8-K filed June 23, 2015 (except for the disclosure under Item 2.02), June 23, 2015, July 6, 2015, July 6, 2015, July 8, 2015, July 27, 2015, August 17, 2015 and September 9, 2015; and |
(c) | the description of our common stock and preferred stock purchase rights contained in any registration statement or report filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
Exhibit No. | Exhibit Description | ||
4.1 | Articles of Incorporation as amended on May 26, 2005 (incorporated by reference to Exhibit 3(a) to our Annual Report on Form 10-K for the fiscal year ended May 29, 2005). | ||
4.2 | Form of Certificate of Amendment (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed November 13, 2014). | ||
4.3 | Articles of Amendment to the Articles of Incorporation, as amended on June 23, 2015 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 23, 2015). | ||
4.4 | Articles of Amendment to the Articles of Incorporation, as amended on September 18, 2015. | ||
4.5 | Bylaws as amended effective November 11, 2014 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed November 13, 2014). | ||
4.6 | Rights Agreement dated as of June 23, 2015, between the Registrant and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed June 23, 2015). | ||
5.1 | Opinion of Counsel. | ||
23.1 | Consent of Counsel (included in Exhibit 5.1). | ||
23.2 | Consent of KPMG LLP. | ||
24 | Power of Attorney (included in the signature page to this Registration Statement). |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
DARDEN RESTAURANTS, INC. | ||
By: | /s/ Eugene I. Lee, Jr. | |
Eugene I. Lee, Jr. | ||
President and Chief Executive Officer |
Signature | Title | |||
/s/ Eugene I. Lee, Jr. | President and Chief Executive Officer | |||
Eugene I. Lee, Jr. /s/ Jeffrey A. Davis | (principal executive officer) Senior Vice President and Chief Financial Officer | |||
Jeffrey A. Davis /s/ Margaret Shân Atkins | (principal financial and accounting officer) | |||
Margaret Shân Atkins /s/ Jean M. Birch | Director | |||
Jean M. Birch | Director | |||
/s/ Bradley D. Blum | ||||
Bradley D. Blum /s/ James P. Fogarty | Director | |||
James P. Fogarty /s/ Cynthia T. Jamison | Director | |||
Cynthia T. Jamison /s/ William H. Lenehan | Director | |||
William H. Lenehan /s/ Lionel L. Nowell, III | Director | |||
Lionel L. Nowell, III /s/ William S. Simon | Director | |||
William S. Simon /s/ Jeffrey C. Smith | Director | |||
Jeffrey C. Smith /s/ Charles M. Sonsteby | Director and Chairman of the Board | |||
Charles M. Sonsteby /s/ Alan N. Stillman | Director | |||
Alan N. Stillman | Director |
Exhibit No. | Exhibit Description | ||
4.1 | Articles of Incorporation as amended on May 26, 2005 (incorporated by reference to Exhibit 3(a) to our Annual Report on Form 10-K for the fiscal year ended May 29, 2005). | ||
4.2 | Form of Certificate of Amendment (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed November 13, 2014). | ||
4.3 | Articles of Amendment to the Articles of Incorporation, as amended on June 23, 2015 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 23, 2015). | ||
4.4 | Articles of Amendment to the Articles of Incorporation, as amended on September 18, 2015. | ||
4.5 | Bylaws as amended effective November 11, 2014 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed November 13, 2014). | ||
4.6 | Rights Agreement dated as of June 23, 2015, between the Registrant and Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed June 23, 2015). | ||
5.1 | Opinion of Counsel. | ||
23.1 | Consent of Counsel (included in Exhibit 5.1). | ||
23.2 | Consent of KPMG LLP. | ||
24 | Power of Attorney (included in the signature page to this Registration Statement). |
1. | The name of the corporation is Darden Restaurants, Inc. (the “Corporation”). |
2. | The amendment to the Articles of Incorporation, as amended (the “Articles of Incorporation”), of the Corporation approved by the shareholders of the Corporation is that the text of Article IV of the Articles of Incorporation is amended to read in its entirety as follows: |
3. | The amendment to the Articles of Incorporation approved by the shareholders of the Corporation is that the text of Article VIII of the Articles of Incorporation is amended to read in its entirety as follows: |
4. | The amendment to the Articles of Incorporation approved by the shareholders of the Corporation is that the text of Article X of the Articles of Incorporation is amended to read in its entirety as follows: |
5. | The amendment to the Articles of Incorporation approved by the shareholders of the Corporation is that the text of Article XI of the Articles of Incorporation is amended to read in its entirety as follows: |
6. | The amendment to the Articles of Incorporation approved by the shareholders of the Corporation is that the text of Article XIII of the Articles of Incorporation is amended to read in its entirety as follows: |
7. | Each amendment was duly proposed and recommended by the Board of Directors of the Corporation to the Corporation’s shareholders, and was duly approved by the Corporation’s shareholders, as adopted, on September 17, 2015, all pursuant to Section 607.1003 of the Florida Business Corporation Act. |
8. | The number of votes cast for each amendment by the shareholders was sufficient for approval of each amendment. |
DARDEN RESTAURANTS, INC. By: /s/ Anthony G. Morrow | |
Anthony G. Morrow | |
Corporate Secretary |
![]() | Hogan Lovells US LLP 875 Third Avenue New York, NY 10022 T +1 212 918 3000 F +1 212 918 3100 www.hoganlovells.com |
Very truly yours, |
/s/ HOGAN LOVELLS US LLP |
HOGAN LOVELLS US LLP |
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