FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/27/2024 |
3. Issuer Name and Ticker or Trading Symbol
DARDEN RESTAURANTS INC [ DRI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 10,043.668(1) | D | |
Common Stock | 881.6087 | I | By 401k |
Common Stock | 5,337.144(1) | I | By Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Performance Restricted Stock Units (FY21)(2) | (3) | 07/28/2024 | Common Stock | 1,010(4) | $0.0000(5) | D | |
Restricted Stock Units (FY22 Annual Grant) | 07/28/2024 | 07/28/2024 | Common Stock | 341 | $0.0000(6) | D | |
Restricted Stock Units (FY23 Annual Grant) | 07/27/2025 | 07/27/2025 | Common Stock | 429 | $0.0000(6) | D | |
Restricted Stock Units (FY24 Annual Grant) | 07/26/2026 | 07/26/2026 | Common Stock | 301 | $0.0000(6) | D | |
Stock Option (Right to Buy) | (7) | 07/29/2030 | Common Stock | 2,714 | $78.84 | D | |
Stock Option (Right to Buy) | (8) | 07/26/2027 | Common Stock | 2,225 | $85.83 | D | |
Stock Option (Right to Buy) | (9) | 07/25/2028 | Common Stock | 2,289 | $107.05 | D | |
Stock Option (Right to Buy) | (10) | 07/27/2032 | Common Stock | 1,448 | $121.47 | D | |
Stock Option (Right to Buy) | (11) | 07/24/2029 | Common Stock | 2,545 | $124.24 | D | |
Stock Option (Right to Buy) | (12) | 07/28/2031 | Common Stock | 1,212 | $148.2 | D | |
Stock Option (Right to Buy) | (13) | 07/26/2033 | Common Stock | 906 | $169.02 | D | |
Performance Restricted Stock Units (FY21)(14) | (15) | 07/29/2024 | Common Stock | 404(16) | $0.0000(5) | I | By Spouse |
Phantom Stock | (17) | (17) | Common Stock | 324.9589(18) | (17) | I | By Spouse |
Restricted Stock Units (FY22 Annual Grant) | 07/28/2024 | 07/28/2024 | Common Stock | 136 | $0.0000(6) | I | By Spouse |
Restricted Stock Units (FY23 Annual Grant) | 07/27/2025 | 07/27/2025 | Common Stock | 171 | $0.0000(6) | I | By Spouse |
Restricted Stock Units (FY24 Annual Grant) | 07/26/2026 | 07/26/2026 | Common Stock | 120 | $0.0000(6) | I | By Spouse |
Stock Option (Right to Buy) | (7) | 07/29/2030 | Common Stock | 1,086 | $78.84 | I | By Spouse |
Stock Option (Right to Buy) | (9) | 07/25/2028 | Common Stock | 1,263 | $107.05 | I | By Spouse |
Stock Option (Right to Buy) | (10) | 07/27/2032 | Common Stock | 579 | $121.47 | I | By Spouse |
Stock Option (Right to Buy) | (11) | 07/24/2029 | Common Stock | 1,018 | $124.24 | I | By Spouse |
Stock Option (Right to Buy) | (12) | 07/28/2031 | Common Stock | 485 | $148.2 | I | By Spouse |
Stock Option (Right to Buy) | (13) | 07/26/2033 | Common Stock | 363 | $169.02 | I | By Spouse |
Explanation of Responses: |
1. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan. |
2. On July 29, 2020, the Reporting Person was awarded 2,020 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 29, 2020 through May 28, 2023. |
3. This option vests in two equal annual installments beginning on July 29, 2023. |
4. On June 20, 2023, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 2,020 PSUs being earned in accordance with the provisions of the applicable award agreement. |
5. Performance restricted stock units convert into common stock on a one-for-one basis. |
6. Restricted stock units convert into common stock on a one-for-one basis. |
7. This option vested in two equal annual installments beginning on July 29, 2023. |
8. This option vested in two equal annual installments beginning on July 26, 2020. |
9. This option vested in two equal annual installments beginning on July 25, 2021. |
10. This option vests in two equal annual installments beginning on July 27, 2025. |
11. This option vested in two equal annual installments beginning on July 24, 2022. |
12. This option vests in two equal annual installments beginning on July 28, 2024. |
13. This option vests in two equal annual installments beginning on July 26, 2026. |
14. On July 29, 2020, the Reporting Person was awarded 808 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 29, 2020 through May 28, 2023. |
15. This grant vests in two equal annual installments beginning on July 29, 2023. |
16. On June 20, 2023, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 404 PSUs being earned in accordance with the provisions of the applicable award agreement. |
17. Each share of phantom stock is the economic equivalent of one share of DRI common stock. The share of phantom stock becomes payable in cash upon settlement. |
18. Includes phantom stock acquired under the Darden Restaurants, Inc. FlexComp Plan based on information provided by the plan administrator as of May 27, 2024. |
Remarks: |
poawilliamson.txt |
Jessica P. Lange, Attorney-in-fact for Williamson, Laura B. | 06/04/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |