Darden Nominates 3 Starboard Directors; Proxy Fight Unresolved

Darden Restaurants Inc.

gained nearly 5 percent after hours when the company said three of its 12 directors will represent dissident shareholder Starboard Value L.P. But Darden still may face a proxy fight with Starboard, a 6.2 percent holder, which has nominated a full slate of directors to the board. An annual meeting date hasn't been scheduled although it was held last year in September. Despite settlement talks with Darden, it's "been unable to reach an agreement with Starboard," Darden said, adding that it "remains interested in a mutually acceptable resolution." Starboard and allied shareholder Barrington Capital seek to sell or spin off Darden's real estate and number of Darden's restaurant chains which include Longhorn Steakhouse and Olive Garden. Darden agreed earlier this year to sell its Red Lobster chain for $2.1 billion, a price Starboard said is too low. Darden Chairman Charles A. Ledsinger, Jr. said in a statement Monday that the company is 'committed to taking all appropriate steps to serve the interests of Darden and all Darden shareholders." Goldman Sachs and Morgan Stanley is serving as Darden's financial advisor. Darden changed hands recently in after hours trading at 47.06 up 4.76 percent.