Darden Restaurants Inc. New Board Eliminates Poison Pill

Darden Restaurants, Inc.

newly installed board of directors eliminated the company's poison pill plan and proposed to lower the voting threshold needed to call special meetings of shareholders. The Orlando, Fla.-based company's 12-member board was replaced last month in a successful proxy battle waged by activist shareholders Starboard Capital and Barrington Capital. New directors include Starboard's Chief Executive officer, Jeffrey C. Smith, and Bradley D. Blum, a former president of Olive Garden. Smith, Darden's chairman, said recent measures by the new board are aimed at "increased transparency, improved accountability, and enhanced shareholder engagement." The board also amended its political engagement policy to provide additional disclosure of political contributions and lobbying. It adopted a majority voting standard for uncontested board elections and will propose that shareholders eliminate the super-majority required for approval of certain corporate measures. Darden's board has said it expects to present a new business plan to shareholders before year-end. The company has been searching for a new chief executive since July. Early in Thursday's session, Darden gained 0.8 percent to $56.80 a share.