Starboard Nominates Twelve Director Candidates To Board Of Darden - Quick Facts

(RTTNews) - Starboard Value LP, one of the largest shareholders of Darden Restaurants, Inc. (DRI), with an ownership interest of approximately 6.2% in the company, announced that it has delivered an open letter to shareholders of the company, and has nominated a slate of twelve candidates for election to the Board. Starboard said it remains committed to investment in Darden, and have increased ownership following the stock price decline related to the sale of Red Lobster.

In the letter, Starboard stated: "While it has been clear for some time that some level of change would be required at Darden to increase and protect value for shareholders, this self-serving and value destructive Red Lobster Sale flies in the face of corporate democracy and has made it absolutely clear that the majority of Darden's current directors must be replaced at the Annual Meeting."

Commenting on the announced Red Lobster Sale, Starboard said, "Because of the tax-inefficient manner in which the transaction was structured, the net proceeds to Darden of $1.6 billion, less the $1.5 billion of real estate value that we believe could have been realized by Darden tax-free, means that the value received for Red Lobster's operating business was a paltry $100 million, or less than 1x EBITDA. While Darden has claimed that the transaction multiple for the Red Lobster Sale is 9x EBITDA, this is a gross distortion of the facts." "a significant majority of shareholders joined with us in demanding the Special Meeting be called, which should have made it abundantly clear to the Board that shareholders had serious concerns with the proposed plan for Red Lobster. Instead of honoring the wishes of shareholders and calling the Special Meeting, the Board decided it knew best and chose to completely ignore the will of Darden's shareholders," Starboard said.

Starboard's Director nominees include: Betsy Atkins; Margaret Shan Atkins; Jean Birch; Bradley Blum; Peter Feld; James Fogarty; Cynthia Jamison; William Lenehan; Lionel Nowell, III; Jeffrey Smith; Charles (Chuck) Sonsteby; and Alan Stillman.