UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

DARDEN RESTAURANTS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 2025 Annual
Meeting of Shareholders

To be held on September 17, 2025

Table of Contents

The Board of Directors (the Board) of Darden Restaurants, Inc. (Darden, the Company, we, us or our) is soliciting your proxy for use at the Annual Meeting of Shareholders to be held on September 17, 2025 (the Annual Meeting). This Proxy Statement summarizes information concerning the matters to be presented at the Annual Meeting and related information that will help you make an informed vote at the meeting. This Proxy Statement and the proxy card are first being distributed or otherwise furnished to shareholders on or about August 4, 2025. Capitalized terms used in this Proxy Statement that are not otherwise defined are defined in Appendix A to this document.

Proxy Statement Summary

This summary highlights certain information discussed in more detail in this Proxy Statement.

2025 Annual Meeting of Shareholders

Matters Presented for Vote at the Meeting

The matters to be voted upon at this meeting, along with the Board’s recommendation, are set forth below.

About Darden

Darden is a full-service restaurant company, and as of May 25, 2025, we owned and operated 2,159 restaurants through subsidiaries in the United States and Canada under the Olive Garden®, LongHorn Steakhouse®, Cheddar's Scratch Kitchen®, Chuy's®, Yard House®, Ruth's Chris Steak House®, The Capital Grille®, Seasons 52®, Eddie V’s Prime Seafood®, Bahama Breeze®, and The Capital Burger® trademarks. As of May 25, 2025, we also had 154 restaurants operated by independent third parties pursuant to area development and franchise agreements and 4 restaurants operating under contractual agreements.

Strategy Summary

Throughout fiscal 2025, our operating philosophy remained focused on strengthening the core operational fundamentals of our business by providing an outstanding guest experience rooted in culinary innovation, attentive service and an engaging atmosphere enabled by our people. Darden enables each brand to reach its full potential by leveraging our scale, insights and experience in a way that protects our uniqueness and competitive advantages.

We manage our business organized around One Core Mission and One Driving Philosophy:

A Full-Service Restaurant Company

Key Fiscal 2025 Performance Highlights

Director Highlights

A = Audit C = Compensation F = Finance N = Nominating and Governance ● = Chair  = Member

Nominee Highlights

Each of our nine director nominees is committed to our core values (integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence). We seek directors who have an inquisitive and objective perspective, practical wisdom, mature judgment and a wide range of experience in the business world, all of which we believe will foster diversity of thought. In 2021, we amended our Director Nomination Protocol to provide that the initial candidate pool for any vacancy on the Board, including any pool developed by a search firm, will include candidates with diversity of gender, race and/or ethnicity.

Corporate Governance Highlights

Our Board seeks to maintain the highest standards of corporate governance and ethical business conduct, including the following highlights:

Executive Compensation Highlights

Our fiscal 2025 compensation programs were designed to create a strong alignment between pay and performance for our executives. Highlights of our executive compensation programs include:

We have included a detailed Executive Summary in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Sustainability Highlights

We are committed to protecting our planet for future generations and sourcing food with care.

We track and report to our management and the Board on the following metrics annually:

 Taking Action on Climate – Greenhouse Gas (GHG) Emissions (Scope 1 & 2)

 Energy – Average Usage per Restaurant

 Water – Average Usage per Restaurant

 Waste – Recycling Rate

We are committed to providing disclosure to our shareholders on these and other sustainability metrics. We disclose these metrics on our corporate website, www.darden.com, and we include GHG emissions disclosure in our annual report on Form 10-K and in our annual Impact Report, which is downloadable from the Our Impact section of our website at www.darden.com.

We are addressing sources of climate change from our operations and supply chain through diligent assessment, transparent disclosures and collaborative engagement on solutions.

We have increased the robustness of the assessment and the disclosure of environmental metrics as follows:

The outcomes from the progress we are making will inform strategy and action in the areas of energy, GHG emissions, waste and water for Darden’s operations and our supply chain. Environmental disclosures are reported in our annual Impact Report, which is downloadable from the Our Impact section of our website at www.darden.com.

We take animal welfare very seriously. A key tenet of our approach is to work with protein suppliers who are committed to the improvement of animal welfare. We have a responsibility to ensure that animals are treated with respect and care in the process of providing nutritious food that is served in our restaurants. Our Animal Welfare Policy defines Darden’s position and outlines our approach and strategy in this area.

In 2019, we established an Animal Welfare Council, which unites a cross-functional group of academics and thought leaders in the care of animals in food supply chains. This group supports Darden in our continued efforts to improve animal welfare outcomes and is crafting a framework and process for working with protein suppliers on key welfare areas defined within our Animal Welfare Policy.

In fiscal 2024, we launched a pilot project designed by our Animal Welfare Council to work with a majority of our poultry suppliers to determine and measure key welfare indicators (KWIs) that reflect the health of the environment that broiler chickens live in, their quality of nutrition, and level of care from hatch to processing. The KWIs we identified for this pilot program are: footpad scoring, leg bruising, broken or dislocated wings, dead on arrivals, acceptable bird placement, method of

stunning, stun effectiveness, knife effectiveness and postmortem inspection. In fiscal 2025, this data was collected and analyzed by leading welfare and sustainability experts and will help drive improvements in the farm managing practices of our broiler chicken partners.

Additional measures we take to ensure best practices in our food sourcing include:

Please visit the Our Impact section of our website at www.darden.com for updates on our animal welfare efforts.

Human Capital Highlights

Our History Shapes Our Commitment

When our founder Bill Darden opened his first restaurant in 1938, he employed anyone willing to work hard, work smart and grow with the Company – without regard to race, gender or background. We continue to embrace Bill Darden's legacy by prioritizing our team members through our People Strategy that includes four strategic imperatives: Hire, Train, Reward and Retain.

Through our Hire, Train, Reward, and Retain strategy, 1,143 hourly restaurant team members were promoted into management positions in fiscal 2025, and we promoted 270 General Managers/Managing Partners and 21 Director of Operations from within the Company.

Corporate Governance and Board Administration

Commitment to the Highest Standards of Corporate Governance and Ethical Business Conduct

Corporate governance guidelines, policies and practices are the foundation for the effective and ethical governance of all public companies. Our Board is committed to the highest standards of corporate governance and ethical business conduct, providing accurate information with transparency and complying fully with the laws and regulations applicable to our business. The Company’s corporate governance structure is designed to ensure that the Company’s policies and practices are aligned with shareholder interests and corporate governance best practices. Executive management supports the Board’s commitment to be transparent through shareholder outreach efforts. We offer our shareholders an opportunity to engage in dialogue with us about aspects of our corporate governance and discuss any areas of concern. Our corporate governance practices are governed by our Articles of Incorporation, Bylaws, Corporate Governance Guidelines, Board committee charters, Shareholder Communication Procedures, Codes of Business Conduct and Ethics and Insider Trading Policy. You can access these documents at www.darden.com under Investors — Governance to learn more about the framework for our corporate governance practices. Copies are also available in print, free of charge, to any shareholder upon written request addressed to our Corporate Secretary.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that specifically address the Company’s key governance practices and policies. The Nominating and Governance Committee of the Board oversees governance issues and recommends changes to the Company’s governance guidelines, policies and practices as appropriate. Our Corporate Governance Guidelines cover many important topics, including:

The Corporate Governance Guidelines also include policies on certain subjects, including those that:

Director Independence

Our Corporate Governance Guidelines require that at least two-thirds of the Board be independent directors, as defined under the rules (the NYSE Rules) of the New York Stock Exchange (NYSE). The NYSE Rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), include the additional requirements that members of the Audit Committee may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than their director compensation and may not be affiliated with the Company or its subsidiaries. The NYSE Rules and Rule 10C-1 under the Exchange Act provide that when determining the independence of members of the Compensation Committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company which is material to the director’s ability to be independent from management in connection with Compensation Committee duties, including, but not limited to, consideration of the sources of compensation of Compensation Committee members, including any consulting, advisory or other compensatory fees paid by the Company, and whether any Compensation Committee member is affiliated with the Company or any of its subsidiaries or affiliates. Compliance by Audit Committee members and Compensation Committee members with these requirements is separately assessed by the Board.

The Board has reviewed, considered and discussed each current director’s relationships, both direct and indirect, with the Company in order to determine whether each director meets the independence requirements of the applicable sections of the NYSE Rules (there are no nominees for election as directors at the Annual Meeting who are not current directors). The Board has affirmatively determined that, other than Mr. Cardenas, who is employed by the Company, eight of the nine nominees (Mmes. Atkins, Chugg and Jamison and Messrs. Fogarty, Kenningham, Simon, Sonsteby

and Wilmott) have no direct or indirect material relationship with the Company (other than their service as directors) and qualify as independent under the NYSE Rules. The Board has also affirmatively determined that each member of the Audit Committee and the Compensation Committee meets the applicable requirements of the NYSE Rules and the Exchange Act.

In making independence determinations, the Board considers that in the ordinary course of business, transactions may occur between the Company, including its subsidiaries, and entities with which some of our directors are or have been affiliated. The Board has concluded that any such transactions were immaterial in fiscal 2025.

Related Party Transactions

The Company’s Corporate Governance Guidelines include a policy pertaining to related party transactions in which Interested Transactions with a Related Party, as those terms are defined below, are prohibited without prior approval of the Board. The Nominating and Governance Committee will review the material facts of a proposed transaction and make a recommendation to the Board, and the Board, after reviewing the material facts of the proposed transaction, will either approve or disapprove of the transaction. In making its determination, the Board considers whether the Interested Transaction is in, or not inconsistent with, the best interests of the Company and its shareholders and whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, as well as the extent of the Related Party’s interest in the transaction. A director may not participate in any discussion or approval of an Interested Transaction for which he or she is a Related Party, except to provide all material information as requested. Only those directors that meet the requirements for designation as a “qualified director” under the Florida Business Corporation Act will participate in the approval of an Interested Transaction. If an Interested Transaction will be ongoing, the Board may establish guidelines for the Company’s management to follow in its dealings with the Related Party.

An “Interested Transaction” as defined in the policy is any transaction, arrangement or relationship (or series of similar transactions, arrangements or relationships) in which (i) the amount involved exceeds $120,000 in any fiscal year, (ii) the Company is a participant, and (iii) any Related Party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of another entity), but does not include any salary or compensation paid by the Company to a director or for the employment of an executive officer that is required to be reported in the Company’s proxy statement (or that would have been so reported if the executive officer was a “named executive officer” as that term is defined in the rules of the SEC).

A “Related Party” as defined in the policy is any (i) person who is or was since the beginning of the last fiscal year an executive officer, director or nominee for election as a director of the Company, (ii) beneficial owner of more than five percent of the Company’s common stock, or (iii) immediate family member of any of the foregoing.

An “immediate family member” as defined in the policy is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person in question and any person (other than a tenant or employee) sharing the household of the person in question.

There are no Interested Transactions or related party transactions or relationships required to be reported in this Proxy Statement under Item 404 of the SEC’s Regulation S-K.

Director Election Governance Practices

We do not have a “classified board” or other system where directors’ terms are staggered; instead, our full Board is elected annually. The Company’s Bylaws provide that in an uncontested election, each director will be elected by a majority of the votes cast; provided that, if the election is contested, the directors will be elected by a plurality of the votes cast. In an uncontested election, if a nominee for director who is a director at the time of election does not receive the vote of at least the majority of the votes cast at any meeting for the election of directors at which a quorum is present, the director will promptly tender his or her resignation to the Board and remain a director until the Board appoints an individual to fill the office held by such director.

The Nominating and Governance Committee will recommend to the Board whether to accept or reject the tendered resignation or whether other action should be taken. The Board is required to act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision and the rationale within 90 days from the date of certification of the election results. If a director’s resignation is not accepted by the Board, such director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill the vacancy or decrease the size of the Board. To be eligible to be a nominee for election or reelection as a director of the Company, a person must deliver to our Corporate Secretary a written agreement that he or she will abide by these requirements.

Under our Bylaws, the Board will consist of not less than three nor more than fifteen members as determined from time to time by resolution of the Board. The Board currently consists of nine members, all of whom have agreed to stand for re-election at the 2025 Annual Meeting.

Board Leadership Structure

Our Board believes that it is important to retain the flexibility to allocate the responsibilities of the Chair and the CEO in a way that it considers to be in the best interests of the Company and our shareholders. The Company’s Corporate Governance Guidelines provide that the positions of Chair of the Board and CEO may, in the judgment of the Board, be combined, and if the Chair position is held by the CEO or another non-independent director, then the independent directors will choose a Lead Independent Director from among the independent directors. The Board believes that the decision as to whether the same person should serve in the roles of Chair and CEO should be made by the Board, from time to time, in its business judgment after considering the relevant factors, including the specific needs of the business and the best interests of the shareholders.

The Board believes that separating the roles of CEO and Chair is the proper structure for our Company at this time. As the final step in our recent leadership transition, in September 2023, our previous Executive Chairman, Eugene I. Lee, Jr. retired from the Board, and the Board elected Ms. Jamison, an independent director, to serve as Chair of the Board. As Chair, Ms. Jamison brings governance experience, including service as an independent chair of other public company boards, deep knowledge of our financial reporting and risk oversight processes from serving as the Chair of our Audit Committee for 8 years, as well as independent oversight and expertise from outside the Company and industry. Our President and CEO, Mr. Cardenas, brings a long history of Company management experience in areas including finance, operations, strategy and prior service as Chief Financial Officer of the Company.

The Company’s Corporate Governance Guidelines provide that the Chair will preside at meetings of the Board, except that when the Chair and CEO roles are combined, the Lead Independent Director will preside at the Board’s executive sessions of independent directors. The Chair or, when the Chair and CEO roles are combined, the Lead Independent Director, approves Board meeting agendas, including approving meeting schedules to assure that there is sufficient time for discussion of all agenda items and other information sent to the Board, advises the committee chairs with respect to agendas and information needs relating to committee meetings, serves as liaison between the CEO and the independent directors, has the authority to call meetings of the independent directors as he or she deems appropriate and is available for consultation and direct communications if requested by major shareholders. The Chair and the Lead Independent Director, as applicable, will perform other duties as the Board may from time to time delegate to assist the Board in fulfilling its responsibilities. The independent directors may meet without management present at any other times as determined by the Chair or, when the Chair and CEO roles are combined, the Lead Independent Director.

Succession Planning

The Board is actively engaged and involved in talent management. The Board reviews the Company’s people strategy in support of its business strategy at least annually. This includes a detailed discussion of the Company’s leadership bench and succession plans with a focus on key positions at the senior leadership level. Annually, the CEO provides the Board with an assessment of senior executives and their potential to succeed him and an assessment of persons considered successors to senior executives. The Nominating and Governance Committee also recommends policies regarding succession in the event of an emergency impacting the CEO or the planned retirement of the CEO. Strong potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board reviews and evaluates human capital metrics, strategic objectives and other initiatives with respect to the overall workforce, including diversity, recruiting and development programs.

Director Education

To foster our value of always learning – always teaching, our Corporate Governance Guidelines encourage director education. Upon initial election to the Board of Directors, the Company’s management conducts an orientation program of materials and briefing sessions to educate new directors about the Company’s business and other topics to assist them in carrying out their duties. Directors may also attend a variety of external continuing education programs of their own selection at the Company’s expense. In addition, the Board receives regular updates from management and external experts regarding new developments in corporate governance, legal developments or other appropriate topics from time to time.

Board Role in Oversight of Risk Management

Compliance and Ethics Office and Codes of Business Conduct and Ethics

Our Compliance and Ethics Office (Compliance Office), with the support of our management and Board, aims to ensure that all of our employees, business partners, franchisees and suppliers adhere to high ethical business standards, and is under the direction of our Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary. At the core of the Compliance Office is Darden’s Code of Conduct that applies to all Company employees (Employee Code of Conduct). We also have a Code of Ethics for CEO and Senior Financial Officers (CEO and Senior Financial Officer Code of Ethics) that highlights specific responsibilities of our CEO and senior financial officers, and a Code of Business Conduct and Ethics for Members of the Board of Directors (Board Code of Conduct, and together with the Employee Code of Conduct and the CEO and Senior Financial Officer Code of Ethics, our Codes of Business Conduct and Ethics). A major objective of the Compliance Office is to educate and raise awareness of our Employee Code of Conduct, applicable regulations, and related policies. Our Codes of Business Conduct and Ethics are posted on our website at www.darden.com under Investors — Governance. We require all of our officers, director-level employees, and certain other employees to complete an annual training course and certification regarding compliance with the Employee Code of Conduct and other Company policies. Any amendment to, or waiver of, the Codes of Business Conduct and Ethics as they relate to a member of the Board of Directors, the CEO, the Chief Financial Officer, any senior financial officer or any executive officer listed in the “Stock Ownership of Management” section of this Proxy Statement will be disclosed promptly by posting such amendment or waiver on our website at www.darden.com under Investors — Governance.

We promote ethical behavior by encouraging our employees to talk to supervisors or other appropriate personnel when in doubt about the best course of action in a particular situation. To encourage employees to raise questions and report possible violations of laws or our Codes of Business Conduct and Ethics, we will not allow retaliation for reports made in good faith. We also provide a confidential hotline to allow employees to confidentially and anonymously report concerns regarding questionable accounting behavior. We are also committed to promoting compliance and ethical behavior by the third parties with whom we conduct business and have implemented Codes of Business Conduct that are acknowledged by our international franchisees and certain suppliers.

Executive Officers of the Registrant

Our executive officers as of the date of this Proxy Statement are listed below.

Proposal 1

Election of Nine Directors from the Named Director Nominees

Our Board of Directors currently has nine members, and each director stands for election every year. The Nominating and Governance Committee believes that a nine member Board of Directors is currently appropriate for Darden. In keeping with good governance practices, the Board will continue to seek a diversity of talent and experience to draw upon and to ensure its ability to appropriately staff the various committees of the Board. The Board also will continue to self-evaluate and to consider various matters as to its size. As appropriate, the Board may determine to increase or decrease its size, including in order to facilitate Board refreshment, succession planning and to accommodate the availability of an outstanding candidate.

The following nine director nominees are standing for election at this 2025 Annual Meeting of Shareholders to hold office until the 2026 Annual Meeting of Shareholders or until their successors are elected and qualified. All were nominated at the recommendation of our Nominating and Governance Committee, and all have previously served on the Board. Each of the director nominees has consented to being named in this Proxy Statement and to serve as a director if elected. If a director nominee is not able to serve, proxies may be voted for a substitute nominated by the Board. However, we do not expect this to occur.

Board Nominees

The following information is as of the date of this Proxy Statement. Included is information provided by each nominee, such as his or her age, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the specific information presented below regarding the experience, qualifications, attributes and skills that led our Board to the conclusion that the nominee should serve as a director, we also believe that each of our director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Darden’s mission is to be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal. This mission is supported by our core values of integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence. As noted in our Corporate Governance Guidelines, our directors should reflect these core values, possess the highest personal and professional ethics, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment, and we believe each of our director nominees possesses these criteria.

Board Summary

9 Nominees

Our Board’s composition reflects our core value of inclusion and diversity along many metrics of diversity, including gender diversity and a diversity of areas of expertise and experience, as reflected in the graphics below.

Board Nominee Experience and Expertise Matrix

Biographies

Proposal 2

Advisory Approval of the Company’s Executive Compensation

In accordance with Section 14A of the Securities Exchange Act, the Board asks shareholders for non-binding advisory approval of the Company’s executive compensation on an annual basis. Accordingly, we are asking our shareholders to provide an advisory, nonbinding vote to approve the compensation awarded to our NEOs, as we have described it in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement.

As described in detail in the “Compensation Discussion and Analysis” section, the Compensation Committee oversees the executive compensation program and compensation awarded, adopting changes to the program and awarding compensation as appropriate to reflect Darden’s circumstances and to promote the main objectives of the program. These objectives include: to help us attract, motivate, reward and retain superior leaders who are capable of creating sustained value for our shareholders, and to promote a performance-based culture that is intended to align the interests of our executives with those of our shareholders.

We are asking our shareholders to indicate their support for our NEO compensation. We believe that the information we have provided in this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that management’s interests are aligned with our shareholders’ interests to support long-term value creation.

You may vote for or against the following resolution, or you may abstain. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and procedures described in this Proxy Statement.

Resolved, that the compensation awarded to Darden’s NEOs for fiscal 2025, as disclosed in this Proxy Statement pursuant to SEC rules, including in the "Compensation Discussion and Analysis" section, compensation tables and related narrative discussion, is hereby APPROVED.

While this vote is advisory and not binding on our Company, the Board and the Compensation Committee expect to consider the outcome of the vote, along with other relevant factors, when considering future executive compensation decisions.

Proposal 3

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. The Audit Committee has appointed KPMG LLP (KPMG) as our independent registered public accounting firm for the fiscal year ending May 31, 2026. KPMG has served as our independent registered public accounting firm continuously since 1996.

The Audit Committee annually reviews KPMG’s qualifications, performance, independence and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the Audit Committee considers a number of factors, including:

In order to assure continuing auditor independence, in conjunction with the assessment above and the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee and its chair are involved when the selection of a new lead engagement partner is required. In addition, the Audit Committee is responsible for the audit fee negotiations with KPMG.

Based on its annual review, the Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.

Shareholder approval of this appointment is not required, but the Board is submitting the selection of KPMG for ratification in order to obtain the views of our shareholders. If the appointment is not ratified, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee, which is solely responsible for appointing and terminating our independent registered public accounting firm, may in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be in attendance online at the Annual Meeting and will be given an opportunity to make a statement and to respond to appropriate questions by shareholders.

Proposal 4

Shareholder Proposal Requesting the Company Disclose Measurable Targets for Reducing its Greenhouse Gas Emissions

The Humane Society of the United States (the “Humane Society”), 1255 23rd Street NW, Suite 450, Washington, DC 20037, has notified us that it intends to present the following proposal for consideration at the Annual Meeting. As of January 30, 2025, the Humane Society has continuously held at least $2,000 in market value of Darden’s securities entitled to vote on the proposal for at least three years. In accordance with federal securities regulations, we have included the text of the proposal and supporting statement exactly as submitted by the Humane Society. We are not responsible for the content of the proposal and the supporting statements or any inaccuracies they may contain.

The Humane Society’s Proposal and Supporting Statement

Resolved: Shareholders ask Darden to disclose measurable targets for reducing its greenhouse gas (GHG) emissions.

Supporting statement:

In 2023, Darden shareholders voted on a proposal requesting Paris Agreement-aligned reduction targets for Scopes 1 – 3 emissions. Then, in 2024, another proposal requested a report on “if and how” Darden will reduce Scopes 1 –3 emissions in alignment with the Paris Agreement. Each garnered over 20% of the vote.

However, other shareholder proposals seeking reduction targets passed in 2024.

At Jack in the Box, one garnered over 56% of the vote, one at Wingstop also passed, and one at Denny’s achieved 49.9% of the vote1 — all with support from BlackRock, Institutional Shareholder Services (ISS), and Glass Lewis alike.

One fundamental difference is that those proposals, unlike the previous Darden proposals, requested targets without seeking to prescribe what they should be—which is also true of this proposal.

For context, opposing the 2023 proposal, Darden said it’s “not willing to set goals if we don’t know how and when they can be achieved” and attempted to minimize its lack of measurable emission reduction goals by touting its “history of taking steps to reduce our impact on the environment across our operations and supply chain without setting quantitative targets.”

But taking steps without goals is like building a house without blueprints.

To see how that’s going, we examined Darden’s 2017 to 2024 emissions using the data in its latest Impact Report and archives of its “Taking Action on Climate Risks” webpage.

• Darden’s combined Scope 1 and 2 emissions reached an all-time high for that time period in 2024, with 818,117 metric tons CO2e—nearly 14% higher than 2017.

• Its Scope 1 emissions (which Darden has the most control over) have risen nearly 40%.

• And, while Scope 1 and 2 per-restaurant “GHG intensity” dropped about 9% from 2017 to 2019, the decline rate has stalled significantly, dropping only 2.9% from 2022 to 2024, as total emissions rose.

This highlights the need for clear targets—and we believe the significant rise in emissions over eight years of measurements has provided ample time and reason to establish them.

Further, opposing Paris Agreement-aligned Scope 1, 2 and 3 targets shouldn’t preclude setting any targets.

Consider, for example, that although Darden’s statement opposing the 2023 proposal focused on a range of environmental (and other) initiatives, its specific opposition to setting GHG targets centered on the proposal’s request for supply chain (i.e., Scope 3) targets. By contrast, this proposal leaves to Darden’s discretion which scopes its targets should cover and what the targets should be.

In supporting the 2023 proposal, ISS said “setting greenhouse gas emission reduction targets would help [Darden] better align with its peers and address risks related to climate change.” As that’s still true, we encourage shareholders to vote “FOR” this proposal. Thank you.

1 52.4% if subtracting the number of shares controlled by officers/directors.

Board of Directors' Response:

The Board recommends a vote AGAINST this proposal.

The Board of Directors has carefully considered this proposal and has determined that it is not in the best interests of Darden and our shareholders.

Darden pursues continuous improvement in the management of environmental risks, including climate risks, resulting from our operations and supply chain through data-driven, scientifically proven strategies that align with core business priorities.

We have continuously taken meaningful steps across our operations and supply chain to reduce our impact on the environment without setting quantitative targets of the types requested in this proposal. For example, as early as 2017, we began installing energy-management systems in all new restaurants across our brands to monitor and control temperature, lighting and refrigeration, which help manage energy use.

Some additional highlights of our actions include:

We also regularly engage with suppliers to broaden our understanding of supply chain impacts. This engagement has revealed that carbon emissions are only one part of our environmental impact and has led to an expansion of our long-term priorities to include addressing our impact on ecosystems, biodiversity, water systems and surrounding communities. These considerations increasingly inform how we assess and improve our sourcing patterns, and our efforts in this regard reflect our broader commitment to science-informed, practical climate action in our sourcing practices.

We believe a holistic approach to reducing our impact – one that considers factors beyond only GHG emissions – is both necessary given our complex operations and a more responsible and impactful way to make improvements across our operations and supply chain. Adopting quantitative targets as mandated by this proposal would diminish the broader progress we are already making and constitute an unnecessary and distracting diversion of resources.

Darden has a robust Enterprise Risk Management (ERM) process for strategically identifying, prioritizing and managing risks to our business, including climate risks, which includes regular and appropriate Board oversight.

Addressing climate risks is a critical component of our corporate governance. Our management’s ERM process is guided by oversight from the Audit Committee and risk management philosophy direction from the entire Board. Under the ERM process, management regularly reports to the Board on certain risks, including emissions-related risks and other risks relevant to the Board. Our Corporate Governance Guidelines allocate oversight of risks relating to climate, environmental and social responsibility to the Nominating and Governance Committee, and the metrics and data reported by our management and reviewed and monitored by the Board align in substance and form with our public disclosures. This proposal would interfere with the Board and Nominating and Governance Committee’s ability to identify and pursue appropriate strategies for managing our climate-related risks and will not improve our already robust risk management process. While it may seem simple on its face, a request to commit to GHG emissions targets involves a highly complex analysis of variables and factors, which is best left to our Board and management. This proposal would require us to adopt arbitrary emissions reduction targets with no guarantee of success and in contradiction to our clearly stated policy decision on the matter, as further discussed below.

Darden voluntarily reports key climate and environmental impact metrics in the areas of energy usage, water usage, waste management and GHG emissions from our own operations and, where reliable data is available, from our supply chain.

We have publicly reported our performance in key environmental focus areas, including greenhouse gas inventory for our operations (Scope 1 and 2), since 2020 in our annual reports on Form 10-K. We have reported key metrics including energy and water usage, waste generation and diversion of food, including surplus food through our Harvest Program, on our corporate website since 2012, and we update those disclosures annually. We began disclosing estimates for emissions from our supply

chain (Scope 3) on our corporate website in 2022. We have also aligned our environmental metrics disclosures with guidance from the Sustainability Accounting Standards Board (SASB 2018-10) for the food and beverage sector, and our GHG emissions inventories are quantified in accordance with the GHG Protocol Corporate Accounting and Reporting Standard and the World Resources Institute/World Business Council for Sustainable Development. We believe these well-established guidelines are appropriate to evaluate and manage climate-related risks associated with our operations. Imposing yet another reporting regime on our management, in addition to our robust voluntary disclosures and required SEC disclosures, is not a responsible use of our resources and arguably adds little to no incremental transparency for our stakeholders.

Darden has directly responded to shareholder requests for additional climate and sustainability disclosures through our annual Impact Report.

In response to shareholder engagement on a variety of topics, including climate risks and other environmental risk evaluation and disclosure, we published our first annual Impact Report in 2024. Our 2024 Impact Report includes an overview of the key findings of a climate risk review, aligned with TCFD guidance, conducted during fiscal 2024, as well as updates to metrics and disclosures in the areas of GHG emissions, energy use, waste reduction, deforestation risk management and animal welfare oversight, among other topics. We believe our 2024 Impact Report, alongside our forthcoming 2025 Impact Report, already provide our stakeholders with information that is relevant to their understanding of our business’s GHG emissions without the need for the target-setting requested by this proposal.

Committing to the requested targets in the proposal would not benefit shareholders and may negatively impact shareholders by putting us at a competitive disadvantage.

We are committed to maintaining a strong and resilient supply chain while ensuring food safety and quality, caring for farm animals, living by our food principles, and providing our guests with meals at affordable prices. Establishing quantitative GHG reduction targets without the fundamental data required to evaluate and understand such targets would be irresponsible. Instead, we have devoted significant resources to improve our understanding of the environmental impacts across our supply chain through measurement and analysis, which we believe is vital to reducing emissions throughout our operations and supply chain.

Additionally, some commodity sectors within our supply chain with greater GHG emissions impacts (Scope 3) are inherently more complex to measure and do not have definitively established baseline emissions data. As such, we are only able to quantify the GHG emissions from these sectors by using best-available emissions factors and product volumes, not the actual performance of suppliers, because many partners in our supply chain are still developing their measurement and reporting capacity. To address this gap in data availability, we are supporting the development of systems that will more accurately measure the environmental impact of certain commodities in our supply chain.

We also work closely with our key suppliers and cross-sector industry organizations, particularly those in the beef supply chain, to support more consistent emissions measurements and to increase transparency and the evaluation of certain practices that we believe will reduce environmental impacts. We have made Category 1 (Purchased Goods and Services) of the Scope 3 GHG emissions our primary focus as this category makes up the largest portion of our supply chain footprint. Specifically, we are supporting the development of measurement systems in beef production through our membership and active participation in the US Roundtable for Sustainable Beef (USRSB), a multi-stakeholder organization with representation from all sectors of the US beef supply chain, as well as allied industry partners, leading researcher institutions and non-governmental organizations. The

USRSB recently released a research roadmap defining six critical research areas and 22 research topics necessary to advance towards the organization’s short-term and long-term environmental goals.

As stated in last year’s proxy statement (in response to a similar GHG-related proposal), we are not willing to set public goals if we do not know how and when they can be achieved or if certain aspects of the achievement of those goals are not within our control. Making commitments that impact our operations without being able to measure the impact on food quality and safety, product availability and cost would be in direct conflict with our fiduciary responsibility to our shareholders and team members, as well as the value we offer our guests. We believe our focus on improving the quality of our emissions data is critical and appropriate – better data will lead to more impactful improvements in energy management across our operations and supply chain. Shifting our focus to creating and implementing arbitrary targets as required by the proposal would be a distraction from the advances we are making and ultimately delay the improvements we continue to implement.

We are making meaningful progress executing strategies to (1) broaden our understanding of environmental impacts and improve our emissions data quality, especially across Scope 3; (2) evaluate climate risk to our operations and supply chain with regular and appropriate Board oversight; and (3) disclose the material data and risk factors about such matters to our shareholders and other stakeholders. We will continue to share annual updates on the progress of our sustainability journey on our website at www.darden.com and in our forthcoming 2025 Impact Report.

Meetings of the Board of Directors and its Committees

Board of Directors

Meetings. At the 2024 Annual Meeting, the following nine directors were elected to the Company’s Board of Directors: Margaret Shân Atkins, Ricardo Cardenas, Juliana L. Chugg, James P. Fogarty, Cynthia T. Jamison, Nana Mensah, William S. Simon, Charles M. Sonsteby and Timothy J. Wilmott. On December 9, 2024, the Board increased the number of directors of the Company from nine to ten, and elected Daryl A. Kenningham to serve as a director. On January 27, 2025, Mr. Mensah notified the Company of his decision to retire from the Board effective January 28, 2025, at which time the Board decreased the number of directors from ten to nine. During the fiscal year ended May 25, 2025, the Board met five times. For the period of his or her Board service in fiscal 2025, each incumbent director attended at least 75 percent of the aggregate of the total number of meetings of the Board and the standing committees on which the director served.

Communications with Board. We believe that communication among the Board, shareholders and other interested parties is an important part of our corporate governance process. To this end, the Board has adopted Shareholder Communication Procedures that are available at www.darden.com under Investors — Governance. In general, shareholders and other interested parties may send communications to the attention of the Board, any individual director or the non-employee directors as a group, through the Chair. Communications may be sent in writing or via email to: Cynthia T. Jamison, Chair, Darden Restaurants, Inc., c/o Matthew R. Broad, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, 1000 Darden Center Drive, Orlando, Florida 32837, email: boardchair@darden.com.

The Corporate Secretary will act as agent for the Chair in facilitating direct communications to the Board. The Corporate Secretary will review, sort and summarize the communications. The Corporate Secretary will not, however, “filter out” any direct communications from being presented to the Chair without instruction from the Chair, and in such event, any communication that has been filtered out will be made available to any non-employee director who asks to review it. The Corporate Secretary will not make independent decisions with regard to what communications are forwarded to the Chair. The Corporate Secretary will send a reply to the sender of each communication acknowledging receipt of the communication.

Identifying and Evaluating Director Nominees. Our Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our Bylaws, describes in detail the process we use to fill vacancies and add new members to the Board. The Protocol is available at www.darden.com under Investors — Governance, as Appendix A to the Nominating and Governance Committee charter.

Under the Director Nomination Protocol, in general, while there are no specific minimum qualifications for nominees, any candidate for service on the Board should possess the highest personal and professional ethics and be committed to representing the long-term interests of our shareholders. Director candidates should be committed to our core values (integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence) and have an inquisitive and objective perspective, practical wisdom, mature judgment and a wide range of experience in the business world. We also will consider the candidate’s independence under applicable NYSE listing standards and our Corporate Governance Guidelines. In identifying and evaluating nominees for the Board, the Board assesses the background

of each candidate in a number of different ways including a wide variety of qualifications, attributes and other factors and recognizes that diverse viewpoints and experiences enhance the Board’s effectiveness.

When reviewing and making initial recommendations on new candidates, the Nominating and Governance Committee considers how each prospective member’s unique background, expertise and experience will contribute to the Board’s overall perspective and ability to govern. In identifying or selecting nominees for the Board, the Company’s Corporate Governance Guidelines and the Director Nomination Protocol provide that the Company seeks Board members who will bring to the Board a deep and wide range of experience in the business world and who have diverse problem-solving talents. We seek people who have demonstrated high achievement in business or another field, so as to enable them to provide strategic support and guidance for the Company. The Company strives to maintain a Board that reflects gender, ethnic, racial and other diversity, and also fosters diversity of thought.

The Nominating and Governance Committee will identify potential candidates to recommend to the full Board and a search firm may be engaged to identify additional candidates and assist with initial screening. The Nominating and Governance Committee will ensure that the initial candidate pool for any vacancy on the Board, including any pool developed by a search firm, will include candidates with diversity of gender, race and/or ethnicity. The Nominating and Governance Committee and the Chair of the Board will perform the initial screening and review the credentials of all candidates to identify candidates that they feel are best qualified to serve. The Chair of the Nominating and Governance Committee, working with the Chair of the Board, will obtain background and reference information, as appropriate, for the candidates under consideration. The Nominating and Governance Committee will review all available information concerning the candidates’ qualifications and, in conjunction with the Chair of the Board, will identify the candidate(s) they feel are best qualified to serve on the Company’s Board. The Chair of the Nominating and Governance Committee, the CEO, and the Chair of the Board (or the Chair of the Board’s delegate from the Board) will meet with the leading candidates to further assess their qualifications and fitness, and to determine their interest in joining the Board. Following the meeting, the Board member participants and the Chair of the Board will make a recommendation concerning the candidate to the Nominating and Governance Committee, which will consider whether to recommend the candidate to the full Board for election.

Director Candidates Recommended by Shareholders. The Nominating and Governance Committee will consider candidates recommended by shareholders. The procedures that shareholders should use to nominate directors are provided in our Bylaws. There are no differences in the manner of evaluation if the nominee is recommended by a shareholder.

Director Attendance at Annual Meeting of Shareholders. Our Corporate Governance Guidelines provide that directors are expected to attend all scheduled Board and committee meetings and the annual meeting of shareholders. Each of the directors standing for reelection this year who was then in office attended the 2024 Annual Meeting.

Board Committees and Their Functions

General. Our Board has four standing committees that operate under charters adopted by the Board: Audit, Compensation, Finance, and Nominating and Governance. Each charter is available at www.darden.com under Investors — Governance. Copies are available in print free of charge to any shareholder upon written request addressed to our Corporate Secretary. Each member of every committee is an independent director as defined in our Corporate Governance Guidelines, the NYSE listing standards and the Exchange Act requirements. All Board committees have the authority to

retain outside advisors. Unless otherwise required by applicable laws, regulations or listing standards, all major decisions are considered by the Board as a whole.

Audit Committee. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act. In fiscal 2025, the Audit Committee consisted of four members until December 9, 2024, at which time Mr. Kenningham became a member of the Audit Committee upon his appointment to the Board. Ms. Atkins served as Chair of the Audit Committee throughout fiscal year 2025, and Ms. Chugg and Messrs. Simon and Sonsteby also served as members of the Committee during fiscal 2025.

The Board has determined that Ms. Atkins and Messrs. Kenningham, Simon and Sonsteby are each an “audit committee financial expert” as such term is defined by SEC rules, and therefore possess financial management expertise as required of at least one Audit Committee member by the NYSE listing standards. In addition, the Board has determined that all members of the Audit Committee are financially literate and independent under the audit committee NYSE listing standards. The Audit Committee met nine times during fiscal 2025 and has sole responsibility for appointing and terminating our independent registered public accounting firm. The Audit Committee’s primary purpose is to assist the Board in its oversight responsibilities to shareholders, specifically with respect to:

Some of the Audit Committee’s specific responsibilities include the following:

Another purpose of our Audit Committee is to furnish the report required by the SEC’s proxy rules that appears below in this Proxy Statement under the heading “Audit Committee Report.”

Compensation Committee. The Compensation Committee consisted of three members during fiscal 2025 until December 9, 2024, at which time Mr. Kenningham became a member of the Compensation Committee upon his appointment to the Board. Mr. Wilmott served as the Chair and Mr. Simon as a member of the Compensation Committee for the entirety of fiscal 2025. Mr. Mensah served as a member of the Compensation Committee until his retirement from the Board on January 28, 2025.

The Compensation Committee met five times during fiscal 2025. The primary responsibilities of our Compensation Committee include the following:

The Compensation Committee may delegate its powers under the 2015 Plan to one or more directors, including a director who is also a senior executive officer of Darden, except that the Compensation Committee may not delegate its powers under the 2015 Plan with regard to our executive officers or directors who are subject to Section 16 of the Exchange Act. Under its charter, the Compensation Committee may delegate any of its administrative responsibilities under our compensation and benefit plans, subject to the applicable rules of the SEC, NYSE and the Internal Revenue Service, to any other person or persons, to the extent permitted by law.

See “Compensation Discussion and Analysis — Process for Determining Executive Compensation — Independent Consultant” for information with regard to the role of independent consultants in the Compensation Committee’s decision-making process.

Finance Committee. The Finance Committee consisted of four members for a portion of fiscal 2025 until Mr. Mensah, who served as the Chair of the committee, retired effective January 28, 2025. Mr. Fogarty, who was serving as a member of the Finance Committee, was appointed as the Chair of the Finance Committee on January 28, 2025. Messrs. Sonsteby and Wilmott served as members throughout fiscal 2025.

The Finance Committee met five times during fiscal 2025. The primary responsibilities of our Finance Committee are to:

Nominating and Governance Committee. The Nominating and Governance Committee consisted of four members during fiscal 2025. Ms. Chugg served as the Chair, and Messrs. Fogarty and Sonsteby and Ms. Atkins also served as members during fiscal 2025.

The Nominating and Governance Committee met six times during fiscal 2025. The primary responsibilities of the Nominating and Governance Committee are to:

Among the Nominating and Governance Committee’s other specific duties, it also is responsible for:

The Nominating and Governance Committee has adopted a Director Nomination Protocol that, together with our Bylaws, describes the process by which we intend to fill vacancies and add new members to the Board. The Nominating and Governance Committee also considers questions of possible conflicts of interest involving our directors and our senior executive officers and recommends to the Board those directors determined to satisfy the requirements for “independence” as set forth in our Corporate Governance Guidelines and the NYSE listing standards.

Director Compensation

Compensation of Non-Employee Directors

The terms of the Director Compensation Program apply to all directors who are elected to the Board and are not employees of the Company or any of its subsidiaries. Directors who also are our employees do not receive additional compensation for serving on the Board. Shares for equity awards pursuant to the Director Compensation Program are drawn from our shareholder-approved equity compensation plan in effect at the time and pursuant to which we are authorized to grant share-based awards to directors. Currently, grants of share-based awards to directors are made from the 2015 Plan. All of our non-employee directors have been determined by the Board to be independent under applicable NYSE listings standards and our Corporate Governance Guidelines.

Our Nominating and Governance Committee periodically reviews our Director Compensation Program and recommends any changes to the Board for approval. The Nominating and Governance Committee acts with the assistance of Pearl Meyer and Partners (Pearl Meyer), the Board’s independent compensation consultant. Pearl Meyer provides market data on director compensation programs at comparable companies, including companies in the peer groups described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Current Director Compensation Program

Our current Director Compensation Program, which has been in effect since September 2023, is set forth below.