UPDATE: Darden Issues Release Urging Holders to Vote for Its Board Nominees

Darden Restaurants, Inc. (NYSE: DRI) today issued the following statement in connection with the Company's2014 Annual Meeting of Shareholders:The experience, insights and objectivity of Darden's directors have been – andwill continue to be – important drivers to the Company's ability to enhanceshareholder value, advance its operating priorities and execute the OliveGarden^® Brand Renaissance.  The composition of our Board, including both itsindependence and diversity of talent and experience, is critical to Darden'sfuture success.  Given the people facing nature of Darden's business, we alsobelieve continuity of knowledge and relationships is important to theengagement, retention and motivation of Darden's management team and to thesuccess of the operating strategies that we are implementing.Accordingly, we have carefully assembled a new slate of director nominees toensure that Darden has the right experience, insights, continuity andperspectives that are necessary to successfully execute the Company'sstrategies, including the Olive Garden Brand Renaissance, and enhance valuefor ALL Darden shareholders. We believe Darden's new slate provides theoptimal balance of fresh perspectives from four new, highly qualifiedindependent nominees, continuity of experience and insight from four highlyqualified continuing independent nominees, and four seats to be filled byStarboard Value L.P. and its affiliates ("Starboard"). The slate includes: o Four new independent nominees unaffiliated with the Company or Starboard: Gregory L. Burns, Jeffrey H. Fox, Steve Odland, and Enrique Silva.  These new independent nominees, all of whom are current or former Chief Executive Officers with experience driving turnarounds, provide additional international restaurant, franchise, consumer, real estate and operations expertise to support the development, oversight and execution of Darden's operating and brand initiatives, including the turnaround of Olive Garden and the Brand Renaissance plan. Unlike Starboard's nominees, these new independent nominees have not made any unilateral commitments to implement a pre-determined agenda; they will approach opportunities with an open mind and a singular focus on building sustainable value.  Three of these new independent nominees – Mr. Burns, Mr. Odland and Mr. Silva – were first identified through a process that began in January 2014 in the context of identifying highly qualified independent director candidates in the event that Darden spun-off Red Lobster into a standalone publicly traded company with its own Board of Directors. Spencer Stuart, a leading director and executive search and recruiting firm, was hired in March 2014 to evaluate the director nominees.  The fourth new independent nominee, Mr. Fox, was identified by an outside advisor to the Board.  Each of the nominees for election at the Annual Meeting was recommended by the Nominating and Corporate Governance Committee of Darden's Board; o Four continuing independent director nominees who provide important and deep understanding of the Company's operations and the shifts in industry and consumer trends over time, who have experience and expertise relevant to both Darden's business and to the strategic decisions it is pursuing and considering, and who have a record of taking proactive, decisive action to best position Darden for continued improvement and success: Michael W. Barnes, Christopher J. Fraleigh, Michael D. Rose, and Maria A. Sastre; and  o Four seats to be filled by candidates proposed by Starboard so that its nominees can directly participate in the decisions regarding Darden's strategic direction, including the selection of the Company's next Chief Executive Officer, while also avoiding the risks and disruption that we believe would result from the control that Starboard is seeking. As part of this reconstituted Board, eight of Darden's 12 directors would benew to the Board this year.  o All of Darden's director nominees share the common goal of enhancing shareholder value and are prepared to work collaboratively with all of the new directors, including the Starboard nominees, to achieve this objective.  o All of Darden's director nominees are committed to selecting a Chief Executive Officer who will build upon the progress we are making to improve operations and drive shareholder value – not simply an individual who will act according to the direction of the single minority shareholder, like Starboard, who selected him/her.While the Darden Board has left four seats to be filled by Starboardcandidates, the Board believes it is appropriate to consider the independenceand experience of all 12 of Starboard's director nominees given their role inStarboard's efforts to take effective control of the Company.A review of the public record shows that Starboard's proposed slate ofdirectors has significant experience gaps and numerous ties to Starboard andto each other, which raises further concerns in our view about allowing asingle minority shareholder – Starboard – to take control of Darden.Click here for multi-media image: "Is This Starboard 12-Person Slate Reallythe "Best Board" to Independently Represent ALL Shareholders and to Control aMulti-Billion Dollar Consumer-Facing Company with 150,000 Employees?"Is This Starboard 12-Person Slate Really the "Best Board" to IndependentlyRepresent ALL Shareholders and to Control a Multibillion DollarConsumer-Facing Company With 150,000 Employees?According to Starboard's proxy statement, each of its director nominees "iscommitted to the implementation of [Starboard's] comprehensive turnaround planfor Darden. Therefore, in the event that [Starboard's] director nomineescomprise a majority of the Board following the Annual Meeting, we expect thatthe Board will implement [Starboard's] comprehensive turnaround plan forDarden."  Through this statement, it appears that each of Starboard's nomineeshas reached a conclusion on the merits of Starboard's plan – and devotedthemselves to following it – without having full knowledge of the Company'soperations, financial performance or actions underway.  We believe thisunderscores the devotion of Starboard's handpicked nominees to Starboard,rather than to the best interests of all Darden shareholders.  This hasimplications too for Darden's executive leadership and for objective oversightand stewardship of your company.  Indeed, we believe that recruiting anexceptional Chief Executive Officer for Darden would be difficult if alldecisions about running the Company were pre-determined and micro-managed by aBoard that is lockstep committed to one shareholder's plan – Starboard'splan. We believe that decisions critical to Darden's success and its ability tomaintain its industry-leading $2.20 per share annual dividend – includingdecisions regarding capital allocation, strategic direction and theidentification of Darden's next Chief Executive Officer – should be made by atruly independent, well-rounded Board. This is the case with Darden's directornominees who are committed to representing the interests of all Dardenshareholders, not just one.In considering the vote at the Annual Meeting, we urge Darden shareholders tocarefully consider that Starboard's slate is comprised ONLY of nomineeshand-picked directly by Starboard. We urge shareholders to vote ONLY on the BLUE proxy card "FOR ALL" of Darden'shighly qualified, experienced and independent director nominees:  Michael W.Barnes, Gregory L. Burns, Jeffrey H. Fox, Christopher J. Fraleigh, SteveOdland, Michael D. Rose, Maria A. Sastre and Enrique Silva.  Shareholders mayvote by mail, phone or internet following the instructions on the BLUE proxycard.  CAUTION: Any vote on the white card is a vote for Starboard's control slate asit could revoke any previous proxy you submitted using the BLUE proxy card.Only your latest‐dated proxy counts. We urge shareholders – DO NOT SIGN ORRETURN ANY WHITE CARD. SIMPLY DISCARD IT.Innisfree M&A Incorporated is serving as the Company's proxy solicitor and canbe contacted toll-free at (877) 825-8631.About Darden's Four New Independent NomineesGregory L. Burns is a 26-year veteran of the restaurant industry having ledO'Charley's Inc., a multi-concept restaurant company, as Chief ExecutiveOfficer for 14 years and serving as its Chairman for 13 years.  Mr. Burns'expertise focuses on brand management through high-quality food and beverage,and service execution.  Mr. Burns also has a track record of successfullydeveloping long-term strategic business plans that encompass and balanceoperations and new unit growth with capital requirements.Under Mr. Burns' leadership, O'Charley's grew from a single to multi-brandplatform with 371 company-owned restaurants and franchises in 28 statesoperating under the O'Charley's, Ninety Nine Restaurant and Stoney RiverLegendary Steaks brands with almost 25,000 employees.  Mr. Burns also oversawthe acquisition, development and expansion of a full service manufacturing,distribution and commissary operation, which the Company sold in 2006.Mr. Burns currently serves as President and Chief Executive Officer of TheGregory Burns Consulting Group, LLC, and is a member of the Board of Directorsof Pinnacle Financial Partners, Inc.  Previously, he was the founder,President and Chief Executive Officer of NeighborMD Management, LLC, developerof branded retail urgent care centers, which was sold to a JV between HCA andCareSpot Express Healthcare in 2013.Jeffrey H. Fox brings significant leadership, executive management, strategicplanning, investment and operations experience to the Darden Board.  Mr. Foxserves as non-executive Chairman of the Board of Convergys Corporation, amarket-leading customer management company with $3 billion in revenue, $350million in EBITDA, and 125,000 global employees.  Prior to becoming Chairman,Mr. Fox served as President and Chief Executive Officer of Convergys and ledthe Company's transformation from a multi-line business services supplier intoa market leader in the customer management business.  This transformationinvolved divesting approximately $900 million of non-core assets whileimproving the operating performance of the core customer management business. Mr. Fox first joined Convergys as a director in February 2009 in connectionwith an agreement with Convergys' then largest shareholder, JANA Partners LLC.Prior to joining Convergys, Mr. Fox founded the investment and advisory firmCircumference Group.  As founder, Mr. Fox assembled a team of seasonedoperators and led the team through a sector-focused public and privateinvesting platform.  Mr. Fox is actively involved in Circumference Group asits majority owner.Mr. Fox also provides experience leading consumer facing companies, includingserving as a current Director of Avis Budget Group, Inc., and previously asChief Operating Officer of Alltel Corporation.  Prior to Alltel's acquisitionby Verizon Wireless in January 2009, Alltel was the fifth largest wirelesscompany in the United States with over $10 billion in revenues, $3.5 billionin EBITDA and 16,000 employees. Prior to Alltel, Mr. Fox worked in investment banking for 10 years withStephens Inc., preceded by two years with Merrill Lynch; he specialized inmerger and acquisition advisory services for public and private companies.Steve Odland has an extensive background in business and corporate governance,successfully leading major companies, including two Fortune 500 companies,through highly challenging environments.  He has led multiple companies inindustries directly related to Darden, such as the food and consumerindustries, reinvigorating brands, growing sales through new marketing andmerchandising programs, expanding margins and improving customer servicemetrics.  In addition, he has many years of experience in multi-unit retail,including overseeing real estate site optimization, selection, development andexpansion.Previously Mr. Odland served as Chairman and Chief Executive Officer of OfficeDepot; Chairman, President, and Chief Executive Officer of AutoZone; ChiefOperating Officer of Ahold USA; President and Chief Executive Officer of TopsMarkets, Inc.; President of the Foodservice Division of Sara Lee Bakery; andwas employed in various executive positions by The Quaker Oats Company.  Hecurrently serves as a Director of General Mills and previously served on theBoard of Directors of Peapod, Inc.Mr. Odland also possesses a strong policy background.  He currently serves asPresident and Chief Executive Officer of The Committee for EconomicDevelopment.  Previously, he was Chairman of the Business Roundtable'sCorporate Governance Task Force; a U.S. Presidential appointee as aCommissioner on the National Surface Transportation Policy and Revenue StudyCommission; a member of the Committee on Capital Markets Regulation; a U.S.Presidential Appointee on the Council on Service and Civic Participation; amember of the Advisory Council of the Institute for Corporate Ethics; a memberof the Advisory Council, University of Notre Dame Mendoza College of Business;and a member of the Florida Council of 100.Previously, Mr. Odland was also an Adjunct Professor at the Lynn Universityand Florida Atlantic University graduate schools of business.Enrique Silva, President, Chief Executive Officer and a member of the Board ofDirectors of Checkers Drive-In Restaurants, Inc., brings more than 20 years ofinternational restaurant experience and a successful track record ofpartnering with private equity owners to drive strategic growth and turnaroundinitiatives.  Checkers is the #1 operator of double drive-through fast-foodrestaurants, operating approximately 800 units across 30 states under twobrands: Checkers and Rally's.  Over 40% of the restaurants are owned andoperated as company restaurants and the balance of the restaurants arefranchised. Since joining the Company in 2007, Mr. Silva has led a comprehensiverestructuring and expansion of the Checkers/Rally's business.  He recruitedindustry-leading talent to the management team, led the development of a newbrand strategy, directed the implementation of best-in-class operating andperformance management systems, and implemented a set of core values that havebecome the foundation of the brands' culture.  These actions have resulted incategory-leading sales growth, with almost four straight years of consecutivecomp sales increases every quarter largely driven by traffic, and substantialimprovements across all aspects of operations, including restaurant-levelprofitability, menu and guest satisfaction. Prior to Checkers, Mr. Silva served in a number of leadership roles at BurgerKing Corporation for more than 13 years.  As President of their Latin Americanregion, he grew the Burger King brand across South & Central America, Mexicoand the Caribbean.  Mr. Silva also ran their U.S. Company Operations, where heoversaw more than 600 company restaurants with a team of 15,000 employees andled the financial, operational and cultural turnaround of those restaurants. As Senior Vice President, Franchise Operations, he was responsible for morethan 3,300 franchise restaurants in the U.S. and Canada.Mr. Silva has received numerous awards and recognitions for his businessachievements, including being named by Nation's Restaurant News as one of the2014 "10 Restaurant Executives to Watch," being a 2013 Ernst & YoungEntrepreneur of the Year finalist, and being recognized as one of the "100Most Influential Hispanics" in the US by Hispanic Business Magazine.About Darden's Four Continuing Independent NomineesMichael W. Barnes brings to Darden experience as Chief Executive Officer,Chief Operating Officer and as a director of other consumer branded and retailcompanies, including Signet Jewelers and Fossil.  In these roles, he hasdeveloped, implemented and overseen growth strategies like those underway atDarden, built on superior customer service, compelling product offerings,technology and digital initiatives, and targeted advertising and promotioncampaigns.The success of these strategies is reflected in the value created by thecompanies in which Mr. Barnes has led.  For example, since becoming ChiefExecutive Officer of Signet Jewelers, the nation's largest specialty jewelerand parent of Kay Jewelers and Jared, in January 2011, Signet's stock pricehas increased over 177%[1], the Company has achieved substantial gains inrevenue and earnings per share, and expanded its footprint, including therecent $1.4 billion acquisition of Zale Corporation.  Signet Jewelers' valuecreation reflects its successful strategic growth initiatives, includingcreating an outstanding customer experience, delivering compellingmerchandise, heightening awareness through advertising investment, andoffering customer finance programs to support its customers' purchases anddrive sales.Mr. Barnes was also part of the management team that took Fossil public in1993 and contributed to the continuing financial success and growth of thebusiness as President and Chief Operating Officer.  In his roles, he oversawFossil's state-of-the-art international sourcing and supply chain operations,led business development, and managed the relationships with many of Fossil'sretail and licensing/brand partners. In addition, he helped the Companydiversify into other businesses and categories outside of its wholesalebranded and licensed watches.Christopher J. Fraleigh brings to Darden 25 years of experience in consumerproducts, retail and food services, including serving as Chairman and ChiefExecutive Officer of Shearer's Foods, a global manufacturer of snack foods,where he has doubled the business in the last two years through both organicgrowth and acquisitions.  In his previous role as Chief Executive Officer ofSara Lee North America, Mr. Fraleigh built a global retail and food-servicesbusiness around brands such as Jimmy Dean, Ball Park, Sara Lee and HillshireFarms, and helped lead Sara Lee's 2011 decision to split into two publiclytraded companies.In addition to his strategic achievements as CEO of the $7 billion Sara LeeNorth America, Mr. Fraleigh's record of value creation is reflected in theCompany's financial and operating performance.  In particular, during his 6 ½year tenure: o Operating profit more than doubled with significant gains across operating segments, including Retail, Foodservice and Fresh Bakery; o Supply chain was enhanced with improvements in innovation, pricing and plant automation, which resulted in significant cost reductions and increased efficiencies; o Sara Lee increased share in 11 of 12 categories, realized 25% growth in key items carried in-store, increased shelf space by 35%, and expanded strategic relationships with top retailers; and o The Company restructured all divisions and optimized its brand portfolio through the acquisition of new brands and the sale or shutdown of non-core assets.Mr. Fraleigh's experience also includes his executive roles at General MotorsCorporation's GMC-Buick-Pontiac division and at PepsiCo, where he acceleratedboth revenue and earnings growth for brands including Cadillac, Pepsi andMountain Dew.  As a result of his collective experience, Mr. Fraleigh providesDarden with valuable insight in consumer marketing/brand building,franchising, and supply chain management and distribution.Michael D. Rose brings extensive knowledge of the restaurant, food andconsumer industries, gained serving as a director of Darden and as GeneralMills' current independent Lead Director. Mr. Rose also has extensiveexperience executing spin-offs and divestitures.  Darden also benefits fromhis finance and accounting expertise, as well as the considerable executivemanagement and corporate governance experience he has gained through his yearsof service on the boards and leadership teams of other public companies,including REITs and other hospitality- and restaurant-focused companies.Over the course of his executive leadership career as Chairman and ChiefExecutive Officer of other companies, Mr. Rose has overseen and directed: o The successful turnaround of a leading regional financial institution through recruiting a new management team, the sale of non-core businesses, completing significant debt refinancings and capital raises, and employee and community engagement; o The growth of The Promus Companies (an owner of hotels operating under the Embassy Suites, Hampton Inn and Homewood Suites brands), including its merger with Doubletree Corporation and subsequent sale for $3.7 billion to Hilton Hotels Corporation in 1999; o The growth and spin-off of Harrah's Entertainment Inc. from Promus.  Under his leadership, Harrah's became one of the largest casino companies in the world. Promus Companies was created following the divestiture of the Holiday Inn brand for over 13x EBITDA.  During his tenure, Promus was named as the highest performing large cap stock of the NYSE for the decade of the 1980s by Fortune Magazine; o The growth and expansion of Holiday Inns Hotel Brands, which was sold in two transactions for more than $3 billion.  Mr. Rose served as Chief Executive Officer of Holiday Inns Inc. when it was the largest hotel chain in the world; and o Holiday Inns, Inc.'s acquisition of Perkins Cake & Steak, a national chain of family restaurants.  Perkins was formulated on the same successful strategy as Holiday Inn – identical establishments with similar menus and uniform quality standards.In light of his many accomplishments and track record in the hospitalityindustry, Mr. Rose was selected to receive the Lifetime Achievement Award atthe inaugural Americas Lodging Investment Summit.  Mr. Rose was also electedto the Lodging Hospitality Hall of Fame, the Gaming Hall of Fame and was namedby Corporate America's Outstanding Directors Top 10 Directors of the Year in2000.Maria A. Sastre brings to Darden a record of accomplishment leading companiesand serving on boards that have been category leaders in the hospitality,retail (supermarkets), transportation, and aviation industries.  Her expertisein North American and International Operations, Supply Chain and Distribution,Customer Service, Mergers and Acquisitions, Corporate Finance, Marketing andReal Estate Management have supported Darden and its brands across numerousstrategic business initiatives.Ms. Sastre has been President and Chief Operating Officer of Signature FlightSupport Corporation (Signature), the premier fixed based operations networkfor private aviation services, since January 2013. She served as ChiefOperating Officer of Signature from May 2010 until January 2013.Ms. Sastre also served as Vice President of International Sales and Marketing,Latin America and Caribbean, for Royal Caribbean International, CelebrityCruises and Azamara Cruises, all units of Royal Caribbean Cruises, Ltd., aglobal cruise line company, from January 2005 to September 2008. In this role,she led strategic growth in emerging markets. She held additional Executiveroles with Royal Caribbean International, as Vice President of HotelOperations from 2000 to 2004, managing all aspects of Hotel Operations, Food &Beverage, Entertainment and the Guest Experience for the entire fleet. Prior to Royal Caribbean, Ms. Sastre was with United Airlines, where she heldExecutive positions in North America and Global Customer Services.  At UnitedAirlines, she was also responsible for International Operations andInternational Expansion and the launch of e-technology systems, completelychanging and improving the customer service experience.In addition to serving on the Board of Darden Restaurants, Ms. Sastre serveson the Board of Publix Super Markets, renowned as a category leader incustomer satisfaction.  She also served on the Board of Laidlaw Internationalthrough its emergence from bankruptcy, its turnaround and ultimate sale.  Ms.Sastre has been recognized as a Top 10 Hispanic American Leader by HispanicExecutive in 2013 and a Top 100 Most Influential Hispanic by Hispanic Businessin 2011.About the Connections Among Starboard's NomineesStarboard Directors Have A Number of Historical Relationships That May BiasDecision MakingAbout Darden RestaurantsDarden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500restaurants that generate approximately $6.3 billion in annual sales.Headquartered in Orlando, Fla., and employing 150,000 people, Darden isrecognized for a culture that rewards caring for and responding to people. In2014, Darden was named to the FORTUNE "100 Best Companies to Work For" listfor the fourth year in a row. Our restaurant brands – Olive Garden, LongHornSteakhouse^®, Bahama Breeze^®, Seasons 52^®, The Capital Grille^®, Eddie V's^®and Yard House^® – reflect the rich diversity of those who dine with us. Ourbrands are built on deep insights into what our guests want. For moreinformation, please visit www.darden.com.