AI brief of an SEC Form 8-K · Darden Restaurants (DRI)

Darden Restaurants grants CEO Cardenas $17 million special performance stock award

Neutral Impact 3 of 5 leadership Written later

Darden's independent directors approved a special performance stock unit award for CEO Ricardo Cardenas with a target value of $17 million, which vests on July 24, 2030, and pays out from 0% to 200% of target based on relative total shareholder return against S&P 500 constituents. At the September 17, 2025 annual meeting, shareholders elected all nine director nominees, approved the advisory executive compensation resolution, and rejected a shareholder proposal on greenhouse gas emissions targets.

Key points

  • CEO special PSU award: target value $17,000,000; vests July 24, 2030; payout 0% to 200% of target based on relative TSR
  • Grant expected September 24, 2025, with the target PSU count set from average closing stock prices
  • Advisory say-on-pay approved: 90,743,641 for, 3,663,287 against, 437,583 abstain
  • Emissions-target shareholder proposal not approved: 12,101,216 for, 81,863,920 against

The filing

CompanyDarden Restaurants (DRI)
Form8-K, current report
Filed with the SECSep 19, 2025, 8:12 AM ET
Accession number0000940944-25-000048

Items reported: 5.02 Director / Officer Change5.07 Shareholder Vote Results

Read the filing on SEC.gov ↗

Written by AI (Anthropic Claude, claude-haiku-5-5) on Nov 8, 2026, 1:10 AM ET, from the text of the filing and its press-release exhibits only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on September 19, 2025.

Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.