DRI Q1 FY13 8-K/A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
Amendment No. 1 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 18, 2012
(Date of earliest event reported)
 
DARDEN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number: 1-13666
 
 
 
 
Florida
 
59-3305930
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification No.)
1000 Darden Center Drive, Orlando, Florida 32837
(Address of principal executive offices, including zip code)
(407) 245-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






EXPLANATORY NOTE - This Form 8-K/A Amendment No. 1 is being filed solely to correct the Item number of the disclosure filed in Form 8-K earlier on September 21, 2012 (from Item 2.01 to Item 2.02).

Item 2.02
Results of Operations and Financial Condition

Darden Restaurants, Inc. (the “Company”) issued a news release dated September 21, 2012, entitled “Darden Restaurants Reports First Quarter Diluted Net Earnings Per Share of 85 Cents; Declares A Quarterly Dividend of 50 Cents Per Share,” a copy of which is furnished as Exhibit 99 to this Current Report on Form 8-K.

The information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.07
Submission of Matters to a Vote of Security Holders
 2
(a)
The Company's Annual Meeting of Shareholders was held on September 18, 2012 in Orlando, Florida.

(b)
The name of each director elected at the meeting, a brief description of each other matter voted upon, and the voting results, are provided below. At the Annual Meeting, the shareholders took the following actions:

(i)
Elected a full Board of 13 directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified:                
 
For
 
Withheld
 
Broker
Non-Votes
Michael W. Barnes
95,472,925

 
532,102

 
13,736,160

Leonard L. Berry
91,058,182

 
4,946,845

 
13,736,160

Christopher J. Fraleigh
93,055,022

 
2,950,005

 
13,736,160

Victoria D. Harker
92,971,385

 
3,033,642

 
13,736,160

David H. Hughes
91,651,925

 
4,353,102

 
13,736,160

Charles A. Ledsinger, Jr.
92,440,243

 
3,564,784

 
13,736,160

William M. Lewis, Jr.
92,899,358

 
3,105,669

 
13,736,160

Senator Connie Mack, III
91,630,509

 
4,374,518

 
13,736,160

Andrew H. Madsen
91,679,778

 
4,325,249

 
13,736,160

Clarence Otis, Jr.
89,499,615

 
6,505,412

 
13,736,160

Michael D. Rose
90,730,315

 
5,274,712

 
13,736,160

Maria A. Sastre
87,920,028

 
8,084,999

 
13,736,160

William S. Simon
91,900,524

 
4,104,503

 
13,736,160


(ii)
Approved a resolution providing advisory approval of the Company's Executive Compensation.            
For
76,281,464

Against
19,357,106

Abstain
366,457

Broker Non-Vote
13,736,160

        




(iii)
Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending May 26, 2013.
For
107,324,160

Against
2,224,294

Abstain
192,733

Broker Non-Vote
0




Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
  
Description
99

  
News release dated September 21, 2012, entitled “Darden Restaurants Reports First Quarter Diluted Net Earnings Per Share of 85 Cents; Declares A Quarterly Dividend of 50 Cents Per Share.” *
___________________

* Previously included in Form 8-K filed earlier on the morning of September 21, 2012.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
DARDEN RESTAURANTS, INC.
 
 
By:
/s/ C. Bradford Richmond
 
C. Bradford Richmond
 
Senior Vice President and Chief Financial Officer
Date: September 21, 2012