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Darden Restaurants makes new offer to activist

September 2, 2014

NEW YORK (AP) Darden Restaurants offered more concessions to activist investor Starboard Value on Tuesday in a fight for control of the Olive Garden parent.

Darden proposed that Starboard could nominate four candidates to the company's 12-member board of directors. That is up from an earlier offer that Starboard name three candidates to the board.

In addition, Darden said it would nominate four independent directors who will remain on the board. Its slate would also include four directors would have no connections to either Darden or Starboard.

As part of the proposal, Darden said new executive chairman Charles Ledsinger Jr. won't run for a new term.

Darden Restaurants Inc., the owner of restaurant chains such as Olive Garden, Bahama Breeze and LongHorn Steakhouse, offered to let Starboard select three directors with the company's support in July. Darden had planned to nominate the remaining nine candidates.

Starboard Value LP did not immediately respond to a request for comment. Shares of Darden Restaurants rose 42 cents to $47.74 in afternoon trading.

In July Darden sold its Red Lobster chain to investment firm Golden Gate Capital for $2.1 billion. Starboard and another investment firm, Barington Capital, objected to the nature of the breakup. The day the sale closed, Darden announced that CEO Clarence Otis would step down after 10 years at the helm and said it would split its chairman and CEO roles, making Ledsinger its non-executive chairman.

FactSet says Starboard owns an 8.8-percent stake in Darden. That makes it the Orlando, Florida, company's second-largest shareholder.

Darden said its independent nominees will be former O'Charley's CEO Gregory Burns, Convergys Corp. Chairman Jeffrey Fox, former Office Depot Chairman and CEO Steve Odland, and Checkers CEO Enrique Silva. The company proposed Michael Barnes, Christopher Fraleigh, Michael Rose and Maria Sastre as its incumbent nominees.

On Thursday Darden postponed its annual meeting to give shareholders enough time to review its proxy materials. The meeting is now scheduled for Oct. 10.

Darden also raised its guidance for the fiscal first quarter, which ended Aug. 24. The company is now forecasting adjusted net income of 31 to 33 cents per share in the fiscal first quarter, up from 28 cents to 30 cents per share.

FactSet says analysts expect 33 cents per share on average.

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Source: Associated Press

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