DARDEN RESTAURANTS INC

The proposal requests that the Board adopt a policy whereby, if any director receives less than 80% of votes cast in an uncontested election, the Board’s independent directors will conduct a formal review of the circumstances and publicly disclose, omitting proprietary information, a summary of findings and any responsive actions. The proponent argues that meaningful but non-majority shareholder dissent currently may not trigger any structured Board response and that a procedural review would improve accountability. The proposal does not require removal or prescribe specific remedial actions; it seeks a transparent, process-driven response when opposition reaches a material threshold. Supporters say this would enhance shareholder feedback and incentivize directors to maintain high oversight standards.