(1)	Title of each class of securities to which the transaction applies:

(2)	Aggregate number of securities to which the transaction applies:

(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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•	our 2014 Annual Report to Shareholders;

•	the Notice of Annual Meeting of Shareholders;

•	this Proxy Statement; and

•	a BLUE proxy card solicited by the Board for use at the Annual Meeting.

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•	Over the Internet. If you have access to the Internet, you can submit your proxy online by following the instructions included on your BLUE proxy card (or BLUE voting instruction form in the case of beneficial holders for whom Internet voting is available) for voting over the Internet.

•	By telephone. You can vote by calling a toll-free telephone number listed on the BLUE proxy card (or BLUE voting instruction form in the case of beneficial holders for whom telephone voting is available). Please refer to your BLUE proxy card or BLUE voting instruction form for instructions on voting by phone.

•	By mail. You may vote your shares by completing, signing, dating and returning the BLUE proxy card in the postage-paid envelope provided (or BLUE voting instruction form in the case of beneficial holders). Please refer to your BLUE proxy card or BLUE voting instruction form for instructions on voting by mail.

•

In person at the Annual Meeting. Shareholders are invited to attend the Annual Meeting and vote in person at the Annual Meeting. If you are a beneficial owner of shares, you must obtain a legal proxy from the broker, bank or other holder of record of your shares to be entitled to vote those shares in person at the meeting. Virtual attendance at the Annual Meeting through [www.____________] will be considered attendance “in person” for purposes of Florida law.

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•	“FOR ALL” of the director nominees listed under the caption “PROPOSAL 1 - ELECTION OF DIRECTORS” beginning on page [__];

•	“FOR” the approval of the advisory resolution on executive compensation, as described under the caption “PROPOSAL 2 - ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION” beginning on page [__];

•	“FOR” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2015, as described under the caption “PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” beginning on page [__];

•	“FOR” the proposal to amend the Company's Bylaws to provide for proxy access, as described under the caption “PROPOSAL 4 - AMENDMENT TO BYLAWS TO PROVIDE FOR PROXY ACCESS” beginning on page __];

•	as the Board has already appointed an independent chairman, neither “FOR” nor “AGAINST” the shareholder proposal described under the caption “PROPOSAL 5 - SHAREHOLDER PROPOSAL REGARDING INDEPENDENT CHAIR” beginning on page [__];

•	“AGAINST” the shareholder proposal described under the caption “PROPOSAL 6 - SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS” beginning on page [__]; and

•	“AGAINST” the shareholder proposal described under the caption “PROPOSAL 7 - SHAREHOLDER PROPOSAL REGARDING LOBBYING DISCLOSURE” beginning on page [__].

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•	Director responsibilities;

•	Director qualification standards;

•	Director independence;

•	Director access to senior management and independent advisors;

•	Director compensation;

•	Approval of CEO and senior management succession plans; and

•	An annual performance evaluation of the Board and each of the Board committees, and an even more in-depth performance evaluation of the Board led by an outside consultant no less often than every three years.

•	Require meetings at least four times annually of the non-employee directors in executive session without our CEO or other members of management present;

•	Require a letter of resignation from directors upon a significant change in their personal circumstances, including a change in or termination of their principal job responsibilities;

•	Require the Chairman of the Board and CEO roles to be held by separate persons and require the Chairman to be an independent director;

•	Limit the number of other boards that directors may serve on;

•	Provide that no member of the Audit Committee may serve on the audit committee of more than three public companies; and

•	Provide a mandatory retirement age for directors.

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•	The Company has allocated compensation among base salary and short- and long-term compensation target opportunities for executives in such a way as to not encourage excessive risk taking. Incentive compensation is not overly weighted toward short-term incentives. In addition, both short-term and long-term incentives are subject to maximum payment amounts;

•	The mix of equity award instruments used under our long-term incentive program (a) includes full value awards; and (b) rewards different performance measures (currently, total shareholder return for stock options and, beginning in fiscal 2015, sales and free cash flow growth as well as total shareholder return relative to the S&P 500 for performance stock units (“PSUs”));

•	Our annual and long-term compensation plans are reviewed by the Compensation Committee and any risks embedded in those plans are discussed and evaluated for appropriateness. Our incentive opportunities are designed to drive strong, sustainable growth and shareholder return;

•	The multi-year vesting of our equity awards aligns incentive compensation with shareholders’ interests by rewarding long-term stock appreciation rather than short-term performance, and accounts for the time horizon of risk;

•	Our Stock Ownership Guidelines encourage a focus on long-term growth in shareholder value; and

•	Our policies regarding recoupment and forfeiture of compensation discourage excessive or inappropriate risk taking.

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•	Our directors are elected annually; we do not have a classified Board (see page __);

•	At least two-thirds of your Board is required to be independent, and currently 11 of 12 directors are independent (see page __);

•	All Board committees except the Executive Committee consist entirely of independent directors (see page __);

•	All Board committees have the authority to retain outside advisers (see page __);

•	We require meetings of the independent directors in executive session at least four times annually (see page __);

•	We require the roles of Chairman of the Board and CEO to be held by separate persons and for the Chairman to be an independent director (see page __);

•	Our non-employee directors have the right to name a Lead Director to chair executive sessions and fulfill other specified duties in the event the Chairman is not independent (see page __);

•	We limit the number of other boards on which directors may serve (see page__);

•	We provide a mandatory retirement age for directors (see page __);

•	We provide for director access to senior management (see page __);

•	We encourage director education (see page __);

•	The Board conducts a self-evaluation annually to determine whether it and its committees are functioning effectively, and also arranges for an in-depth evaluation led by an outside consultant no less often than every three years (see page __);

•	Directors must tender their resignation upon a significant change in their personal circumstances, including a change in or termination of their principal job responsibilities (see page __);

•	The Board has adopted formal written related party transactions policies and procedures (see page__);

•	The Board is actively involved in talent management and succession planning (see page __);

•	The Board has adopted claw-back provisions providing for the recovery of bonuses and incentive compensation in appropriate circumstances (see pages __ and __);

•	We do not gross-up our named executive officers to offset their taxes on imputed income on the limited perquisites we provide (see page __);

•	Our change of control Management Continuity Agreements include a “double trigger” and do not provide for tax gross-ups (see page __);

•	The Board has adopted stock ownership requirements for executives intended to align their interests with those of our shareholders and to protect against inappropriate risk taking (see page__);

•	The Board also has adopted stock ownership guidelines for non-employee directors (see page__);

•	We have allocated compensation among base salary and short- and long-term compensation target opportunities for executives in such a way as to not encourage excessive risk taking, and incentive compensation is not overly weighted toward short-term incentives (see page __); and

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•	The multi-year vesting of equity awards aligns incentive compensation with shareholders’ interests by rewarding long-term stock appreciation rather than short-term performance, and accounts for the time horizon of risk (see page __).

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•	An eligible shareholder or group of up to ten shareholders, owning 3% or more of the Company’s outstanding Common Stock continuously for at least the previous three years may nominate one or more independent director candidates to be included in the Company’s proxy materials.

•	Shareholders may nominate a number of proxy access director candidates up to 25% of the number of directors serving on the Board pursuant to calculations set forth in the Bylaws.

•	The shareholder proponent(s) will have the opportunity to provide one 500-word statement in support of their nominees.

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Each nominating shareholder must provide certain representations and undertakings regarding various matters, including the shareholder’s intent and compliance with applicable laws, lack of an intent to change or influence control of the Company or participate in another party’s contested solicitation for directors, and an undertaking to assume liability stemming from the information that the shareholder provides to the Company or the shareholder’s communications.

•	Other applicable terms and conditions set forth in the proxy access bylaws are met.

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•	ISS, a leading proxy advisory firm, issued Darden its worst possible Governance QuickScore in February 2014.

•	Glass Lewis, another leading proxy advisory firm, has given Darden a “D” pay-for-performance grade in each of the last two years.

•	Two-thirds of Darden’s directors are in a least their ninth year of service, including the chairs of all of the Board’s standing committees.

•	GMI Ratings, an independent investment research firm, issued Darden an “D” rating in October 2013, noting “it is increasingly difficult to consider board members independent after so many years of service. Long-tenured directors can often form relationships that may compromise their independence and therefore hinder their ability to provide effective oversight.”

•	On February 28, 2014, CNBC.com reported allegations that Darden has prevented analysts critical of the Company from asking questions on earnings conference calls.

•	The Company cancelled its 2014 Analyst and Investor Conference. A March 5, 2014 Reuters article quoted a restaurant analyst who stated “[w]hen there are problems and they don’t want to take difficult questions, they shut down management access to analysts.”

•	In March 2014, the Board amended Darden’s bylaws without shareholder approval to add measures that make it more burdensome for shareholders to nominate directors.

•	The Company has a poison pill in place and has not implemented a majority voting standard for the election of directors.

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a.	The identity of the recipient as well as the amount paid to each; and

b.	The title(s) of the person(s) in the Company responsible for decision-making.

•	Trade associations used for political purposes, and

•	So-called “Social welfare” organizations under 501(c)(4) section of the Internal Revenue Code that engage in political activities.

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•	We have in place a comprehensive system of reporting and accountability for political contributions;

•	We publicly disclose our participation in support of our interests and business objectives; and

•	We are fully committed to complying with all applicable laws concerning political contributions.

•	we will disclose annually all direct and in-kind political spending to candidates, political parties, political organizations and independent expenditures in support of or in opposition to particular candidates;

•	we will ensure our political activities are lawful and consistent with our core values and protect and enhance shareholder value;

•	we will not use any political contribution as a way to gain improper business advantage or obtain business; and

•	we will report annually to your Board regarding compliance with this policy.

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1.	Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2.	Payments by Darden used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3.	Darden’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4.	Description of the decision making process and oversight by management and the Board for making payments described in section 2 and 3 above.

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•	Lobbying activities are already subject to comprehensive regulations at both the federal and state levels;

•	We are fully committed to complying with all applicable laws concerning disclosure of our lobbying activities; and

•	We believe that the additional disclosure requested by the shareholder proponent could put us at a competitive disadvantage by revealing our long-term business strategies and objectives.

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•	The integrity of our financial statements;

•	Our compliance with legal and regulatory requirements;

•	The qualifications and independence of our independent registered public accounting firm and internal auditing function;

•	The performance of our internal audit function and independent registered public accounting firm; and

•	The risks associated with the foregoing.

•	Review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and make recommendations to the other independent directors who shall, together with the Compensation Committee, determine and approve the CEO’s compensation based on this evaluation;

•	Make recommendations to the other independent directors who shall, together with the Compensation Committee, review and approve the compensation for employee directors other than the CEO (currently there are no such directors);

•	Review and approve the compensation of executive officers other than the CEO and other employee directors;

•	Review and discuss with management the Compensation Discussion and Analysis required to be included in our Proxy Statement and Annual Report on Form 10-K and, based on such review and discussion, determine whether or not to recommend to the Board that the Compensation Discussion and Analysis be so included;

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•	Produce the annual Compensation Committee Report for inclusion in our Proxy Statement; and

•	Provide oversight of the risks associated with the foregoing.

•	Review financial policies and performance objectives developed by management pertaining to cash flow, capital spending and finance requirements; key credit metrics and credit ratings; dividend policy; investment criteria, including capital investment hurdle rates; and financial risk management strategies, including hedging and the use of derivatives;

•	Review significant changes to our capital structure, financial arrangements, capital spending and acquisition and disposition plans, including the timing and maturity of debt, common stock sales and repurchases, and acquisitions or joint ventures;

•	Review material banking relationships and lines of credit;

•	Review our insurance coverage, tax strategies and, to the extent material, the financial impact of employee benefit programs; and

•	Provide oversight of the risks associated with the foregoing.

•	Identify individuals qualified to become Board members, consistent with criteria approved by the Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of shareholders;

•	Review the adequacy of our corporate governance principles on a regular basis;

•	Oversee the Board’s self-evaluation process; and

•	Provide oversight of the risks associated with the foregoing.

•	Reviewing resignations tendered by a director if the director does not receive the vote of at least a majority of the votes cast at any meeting for the election of directors and recommending to the Board whether to accept or reject the tendered resignation, or whether other action should be taken; and

•	Making recommendations to the other independent directors who shall, together with the Committee, determine and approve the compensation for the non-employee independent directors.

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•	An annual retainer for the Lead Director of $25,000; and

•	An annual award of common stock with a fair market value of $120,000 on the date of grant upon election or re-election to the Board.

•	An annual retainer of $85,000, and $2,000 for each committee meeting and special Board meeting (“cash compensation”);

•	An annual retainer for the Lead Director of $15,000 from the beginning of fiscal 2014 until it was increased to $25,000 effective on September 1, 2013;

•	An annual retainer for the Chairs of the Audit, Compensation, and Nominating and Governance Committees of $15,000, and for Chairs of the other Board committees of $7,500; and

•	An annual award of common stock with a fair market value of $120,000 on the date of grant upon election or re-election to the Board, effective September 1, 2013.

•	An annual retainer of $125,000; and

•	A one-time award of common stock with a fair market value of $50,000 to recognize the time, effort and commitment required of:

◦	Leading the search for a new CEO,

◦	Facilitating frequent shareholder engagements, and

◦	Facilitating the formation and assimilation of the new Board.

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(1)

Includes all fees earned, including annual retainer fees, chairperson retainer and Board and committee meeting fees. The annual retainers and Board and committee meeting fees were payable at the end of each fiscal quarter and the amounts shown may have been delivered as cash, common stock, deferred cash or stock options. Stock options (“SOs”) are non-qualified stock options that are immediately vested but restricted from exercise for a period of six months. The number of stock options delivered is based on the amount of compensation foregone divided by 30 percent of the exercise price (determined by the closing price for our common stock on the NYSE on the grant date). The stock options expire ten years from the grant date. Amounts foregone for SOs and the number of SOs issued were as follows: Mr. Ledsinger, $82,250 and 5,460 SOs; Mr. Lewis, $134,500 and 8,928 SOs; and Mr. Rose, $115,000 and 7,496 SOs.

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(2)

Amounts in this column represent the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) for fiscal 2014. The assumptions used in calculating these amounts in accordance with ASC Topic 718 are included in Note 1 (under the heading Stock-Based Compensation) to the Company’s audited financial statements included in the Company’s 2014 Annual Report to Shareholders. The stock award is immediately vested but not transferable for one year. Each director received a stock award of 2,409 shares on September 18, 2013, the date of re-election to the Board, with a fair market value of $119,992 based on the closing price of our common stock ($49.81) on the NYSE on September 18, 2013. Mr. Ledsinger elected to defer his award.

(3)	The aggregate number of shares subject to outstanding stock-based awards as of May 25, 2014 for each director is provided in the table below:

(4)

Except as indicated below, amounts in this column reflect dividend equivalents paid and reinvested into deferred phantom stock units for each director’s deferred phantom stock unit account. Except for dividend equivalents paid to Mr. Hughes of $23,883; Mr. Ledsinger of $59,870; Mr. Lewis of $51,651; Mr. Rose of $131,656; and Ms. Sastre of $30,278, no other director had dividend equivalents paid with a value exceeding $10,000. The Company provides its directors with a dining benefit as we believe it is important for directors to experience our restaurants and those of our competitors in order to better perform their duties for the Company. The Company also provided certain nominal perquisites such as theater tickets to its directors in connection with one Board meeting held in New York City. No amounts for these dining and other nominal perquisites such as theater tickets appeared in the Director Compensation Table for any director except Mr. Barnes because the aggregate value for each director did not meet the minimum $10,000 disclosure requirement. For Mr. Barnes, the amount included in the table for these dining and other nominal perquisites was $10,606.

(5)	Popularly known as Connie Mack, III, Senator Mack files Section 16 reports (Forms 3, 4 and 5) under his legal name of Cornelius McGillicuddy, III.

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(1)

Includes common shares subject to stock options exercisable within 60 days of May 25, 2014, as follows: Dr. Berry, 12,000 shares; Mr. Hughes, 14,254 shares; Mr. Ledsinger, 50,990 shares; Mr. Lee, 219,639 shares; Mr. Lewis, 46,894 shares; Mr. Lopdrup, 311,319 shares; Senator Mack, 9,000 shares; Mr. Madsen, 617,088 shares; Mr. Otis, 1,138,106 shares; Mr. Pickens, 353,609 shares; Mr. Richmond, 226,668 shares; Mr. Rose, 62,744 shares; Ms. Sastre, 15,274 shares; and all directors and executive officers as a group, 3,118,703 shares.

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(2)

Includes deferred phantom stock units allocated to the Darden stock fund in a non-qualified deferred compensation arrangement, which are settled in cash, with respect to which the individuals have no voting or investment power, as follows: Mr. Ledsinger, 6,356 units; Mr. Madsen, 92 units; Mr. Otis, 48,600 units; Mr. Pickens, 7 units; and all directors and executive officers as a group, 54,963 units.

(3)

For any individual or group, the percentages are calculated by dividing (a) the number of shares beneficially owned by that individual or group, which includes shares underlying options exercisable within 60 days, and the phantom stock units and restricted stock units settled in stock described in footnote 1 above, by (b) the sum of (i) the number of shares outstanding on May 25, 2014, plus (ii) the number of shares underlying options exercisable within 60 days and phantom stock units and restricted stock units described in footnote 1 above held by just that individual or group. This calculation does not include phantom stock units settled in cash or PSUs described in footnote 2 above.

(4)	Includes shares held in a trust for the following: Mr. Hughes, 7,500 shares; Mr. Madsen, 110,100 shares; Mr. Otis, 95,000 shares; and Mr. Rose, 18,130 shares.

(5)	Popularly known as Connie Mack, III, Senator Mack files Section 16 reports (Forms 3, 4 and 5) under his legal name of Cornelius McGillicuddy, III.

(1)	“Beneficial ownership” is defined under the SEC rules to mean more than ownership in the usual sense. Under applicable rules, you beneficially own our common shares not only if you hold them directly but also if you indirectly (such as through a relationship, a position as a director or trustee, or a contract or understanding) have or share the power to vote, sell or acquire them within 60 days.

(2)	The figure reported is a percentage of the total of 132,314,493 common shares outstanding on May 25, 2014, excluding treasury shares.

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(3)	Based on a Schedule 13G/A filed February 13, 2014, as of December 31, 2013, Capital Research Global Investors beneficially owned an aggregate of 14,419,500 shares, and had sole power to vote and dispose of all those shares.

(4)	Based on the preliminary proxy statement filed on Schedule 14A filed July 29, 2014, as of July 29, 2014, Starboard Value LP and its affiliates beneficially owned an aggregate of 10,672,386 shares, and had sole power to vote and dispose of all those shares.

(5)	Based on a Schedule 13G/A filed January 28, 2014, as of December 31, 2013, BlackRock, Inc. beneficially owned an aggregate of 9,722,684 shares, and had sole power to vote 8,574,421 shares and sole dispositive power over 9,722,684 shares.

(6)	Based on a Schedule 13G/A filed February 12, 2014, as of December 31, 2013, The Vanguard Group, Inc. beneficially owned an aggregate of 8,724,152 shares, and had sole power to vote 210,224 shares, sole dispositive power over 8,527,728 shares, and shared dispositive power over 196,424 shares.

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“Same-restaurant sales” will replace “total sales growth” in our annual Management and Professional Incentive Plan (MIP) bonus program. Same-restaurant sales is a year-over-year comparison of each period’s sales volumes for restaurants open at least 16 months, including recently acquired restaurants, regardless of when the restaurants were acquired. Same-restaurant sales growth is a key one-year indicator of performance in our industry (and does not take into account the sales from new restaurants opened during the fiscal year).

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Free cash flow will be used in our long-term incentive program (our Performance Stock Unit (PSU) program), replacing earnings per share, which is a measure in our MIP. Free cash flow is defined as operating cash flow less capital expenditures and is increasingly important given the consumer demand and competitive dynamics of our industry, which are consistent with the increasing maturation of the industry.

•	Our PSU program will include a relative measure based on Darden’s Total Shareholder Return (TSR) compared to the TSR of the Standard & Poor’s 500 index over each three-year performance period. Previously, there was no component that specifically took into account our relative performance.

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•	Close to half of our restaurant team members are minority and more than half are female.

•	We believe we are competitively superior to our restaurant industry peers in the diversity of our operations leadership teams.

•	At the officer level, approximately one-fifth of our leaders are minorities and approximately one-quarter are female.

•	Approximately one-third of Darden Board members are minorities and/or female.

•	Internal promotions account for more than 50 percent of our restaurant managers, 98 percent of our general managers and directors of operations and 75 percent of our officers.

•	We scored 100 out of 100 on the Human Rights Campaign (HRC) 2014 Corporate Equality Index (CEI) for our business practices and policies, being recognized as a “Best Places to Work for LGBT Equality.”

•	Hispanic Business Media named us one of its “2013 Best Companies for Diversity” and LATINA Style Magazine ranked us among the 50 best companies on its “2013 LATINA Style 50 Report.”

•	The Company’s “People, Planet & Plate” framework encompasses food safety, seafood stewardship, animal welfare, thoughtful consideration of the nutritional content of the meals we serve and better understanding and managing of our environmental “footprint.”

•	Fiscal 2014 total diluted net EPS were $2.15, which compares to $3.13 last year. For the fiscal year, diluted net EPS were adversely affected by approximately 32 cents due to strategic plan action costs and charges related to various impairments.

•	For fiscal 2014, total sales from continuing and discontinuing operations were $8.76 billion, a 2.4% increase from $8.55 billion last year. As a result of the sale of Red Lobster, operating results for Red Lobster and two closed synergy restaurants are included in discontinued operations.

•	Total sales for fiscal 2014 include sales of $6.29 billion from continuing operations and sales of $2.47 billion from discontinued operations. Total sales for fiscal 2013 include sales of $5.92 billion from continuing operations and sales of $2.63 billion from discontinued operations.

•	The increase in total sales reflects 5.6% of growth in sales for the year due to new restaurants (including incremental operating weeks this year compared to last year as a result of the acquisition of 40 Yard House restaurants in the second

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•	Maintains a critical line of sight between Company performance and individual rewards;

•	Supports good corporate governance and compensation best practices;

•	Mitigates business risk;

•	Strengthens our ability to attract, retain, and reward critical talent; and

•	Aligns the financial interest of the executive officers with those of the shareholders by requiring the officers to hold Darden equity.

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•	Motivate attainment of annual financial goals,

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•	Link annual cash compensation to achievement of key business objectives, which includes business unit/brand and overall Company performance, and

•	Reward individual performance and contribution.

•	Motivate achievement of our objective of winning financially, which involves delivering competitively superior earnings and sales performance annually and building value for shareholders over the long term;

•	Vary in the size of award, based primarily on individual performance; and

•	Vary in the ultimate actual value of the awards based on:

◦	The degree to which long-term operational goals are attained; and

◦	The Company’s return to shareholders as measured by the Company’s stock price.

•	Stock options, with an exercise price equal to the closing price of our common stock on the grant date and which vest 50 percent on the third and fourth anniversary of the grant and expire ten years from the grant date.

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PSUs, which are paid in cash after the end of a three-year performance period and are determined by multiplying the number of PSUs granted by the average level of achievement of the goals (to determine the number of PSUs earned) and multiplying that result by the Company’s closing stock price on the vesting date. Actual awards (excluding dividends) may range from 0 percent to 150 percent of the PSUs granted. PSUs receive no dividend equivalents on unearned or unvested units. For fiscal 2014 and prior years, the PSUs were based on performance against the following metrics, weighted equally:

◦	Sales: operational sales growth for each year of the performance period; and

◦	EPS: diluted net EPS growth for each year of the performance period.

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Non-Qualified Deferred Compensation Plans. Our NEOs participate in the non-qualified FlexComp Plan and are not eligible to participate in Darden’s qualified plans. The FlexComp Plan allows participants to defer receipt of up to 25 percent of their base salaries and up to 100 percent of their annual incentive compensation. Amounts deferred under the FlexComp Plan are payable in cash on a date in the future. Benefits under the FlexComp Plan are unsecured promises to pay by the Company and are not secured by trust assets. Distributions are normally made in the form of a single sum cash payment. Participants may also elect to receive 5-year or 10-year installment payments. We make contributions into the FlexComp Plan for our NEOs in place of benefits under our qualified retirement and savings plans. These Company contributions are distributed upon the participant’s retirement or termination of employment. The Company contributions consist of two components: a matching contribution ranging from 1.5 percent to 7.2 percent of the employee’s base salary plus annual cash incentive earned during the fiscal year, based on Company performance, and a fixed amount. The fixed amount for our CEO, Mr. Otis, and for Messrs. Lee and Lopdrup is 4 percent of their annual cash compensation. For Messrs. Madsen, Richmond and Pickens, who were hired before June 25, 2000, the fixed contribution is based on age and years of service and ranges from 12 percent to 18 percent of annual cash compensation. The FlexComp Plan does not have a guaranteed rate of return or guaranteed retirement benefit. Our contributions for the NEOs in fiscal 2014 are included in the “All Other Compensation” column of the Summary Compensation Table.

•	Qualified Retirement Plans. None of our NEOs are currently active participants in the Retirement Income Plan, a qualified retirement plan sponsored by us. Messrs. Richmond and Pickens participated in the Retirement Income Plan prior to attaining their current positions and they will receive benefits upon retirement. The Retirement Income Plan is funded from a pension trust maintained by us.

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Qualified Darden Savings Plans. The Darden Savings Plan is the Company’s qualified savings plan and provides eligible employees with automatic savings through payroll deduction, company matching contributions, deferral of income through before-tax contributions, and a choice of investment funds. Messrs. Richmond and Pickens participated in the Darden Savings Plan prior to assuming their current positions and prior to implementation of the FlexComp Plan. Mr. Lee has a balance due to the merger of the RARE 401(k) plan into the Darden Savings Plan. Although they can no longer make contributions to the Plan, Messrs. Lee, Richmond and Pickens have vested benefits in the Darden Savings Plan as of May 26, 2014 of $21,865, $342,593, and $37,545, respectively.

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•	In the past ten years (fiscal years 2005 through 2014), our corporate performance ratings have ranged from a low of 0.22 to a high of 1.89. Over this 10-year period, annual corporate performance ratings have averaged 1.00.

•	In the past twenty years (fiscal years 1995 through 2014), our corporate performance ratings have ranged from a low of 0.22 to a high of 2.00. Over this 20-year period, annual corporate performance ratings have averaged 1.21.

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•	Based on the assessment of his individual and business unit performance for fiscal 2014, the Committee awarded Mr. Lee an annual MIP bonus award of $337,500, based on a bonus opportunity as a percent of salary of 60% for the portion of the year that he was President, SRG and 70% for the portion of the year that he was COO.

•	As reported in last year’s proxy, in July 2013 the Committee increased Mr. Lee’s salary by 1.5% to $577,500. Upon Mr. Lee’s promotion to COO in September 2013, the Committee increased Mr. Lee’s salary to $700,000. These salary increases occurred in fiscal 2014 and are reflected in the Summary Compensation Table on page [__].

•	The LTI grant for fiscal 2014 (made in July 2013) and the LTI grant made in September 2013 upon his appointment to COO are included in the table entitled “Grants of Plan-Based Awards for Fiscal 2014.”

•	In June 2014, the Committee increased Mr. Lee’s salary by 2 percent to $714,000. This salary will be reflected in next year’s Summary Compensation Table.

•	Based on the assessment of his individual and business unit performance for fiscal 2014, the Committee awarded Mr. Richmond an annual MIP bonus award of $198,030, based on a bonus opportunity as a percent of salary of 60%.

•	As reported in last year’s proxy, in July 2013 the Committee increased Mr. Richmond’s salary by 2 percent to $544,900. This salary increase occurred in fiscal 2014 and is reflected in the Summary Compensation Table on page [__].

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•	The LTI grant for fiscal 2014 (made in July 2013) for Mr. Richmond is included in the table entitled “Grants of Plan-Based Awards for Fiscal 2014.”

•	In June 2014, the Committee increased Mr. Richmond’s salary by 3 percent to $561,200, effective in fiscal 2015. This action will be reflected in next year’s Summary Compensation Table.

•	Based on the assessment of his individual and business unit performance for fiscal 2014, the Committee awarded Mr. Lopdrup an annual MIP bonus award of $303,870, based on a bonus opportunity as a percent of salary of 60%.

•	In July 2013 the Committee increased Mr. Lopdrup’s salary by 2 percent to $574,600. Upon Mr. Lopdrup’s promotion to SVP, Specialty Restaurant Group and New Business in September 2013, the Committee increased Mr. Lopdrup’s salary to $600,000. These salary increases occurred in fiscal 2014 and are reflected in the Summary Compensation Table on page [__].

•	The LTI grant for fiscal 2014 (made in July 2013) and the LTI grant made in September 2013 upon Mr. Lopdrup’s appointment to SVP, Specialty Restaurant Group and New Business, are included in the table entitled “Grants of Plan-Based Awards for Fiscal 2014.”

•	In December 2013, Mr. Lopdrup was appointed CEO Elect, Red Lobster with no change in compensation. With the expectation that Mr. Lopdrup will lead the Red Lobster business after its separation from Darden, the Committee did not award Mr. Lopdrup a salary increase in June 2014.

•	Based on the assessment of his individual and business unit performance for fiscal 2014, the Committee awarded Mr. Pickens an annual MIP bonus award of $196,517, based on a bonus opportunity as a percent of salary of 60%.

•	As reported in last year’s proxy, in July 2013 the Committee increased Mr. Pickens’s salary by 2 percent to $574,600. This salary increase is reflected in the Summary Compensation Table on page [__]. There was no change in compensation upon Mr. Pickens appointment to CROO in July 2013.

•	The LTI grant for fiscal 2014 (made in July 2013) is included in the table entitled “Grants of Plan-Based Awards for Fiscal 2014.”

•

To enable our organizational redesign and talent planning, on May 23, 2014, the Company entered into an agreement with Mr. Pickens. Under the agreement, for approximately eighteen months following his retirement, Mr. Pickens will receive his regular weekly gross base salary, will remain eligible to participate in medical, dental, and vision programs similar to his current coverage level, and will continue to vest in existing equity awards in accordance with the terms of

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•	Industry competitors in the dining space;

•	Direct competitors for executive talent;

•	Companies with similar business dynamics, geographic dispersion, workforce demographics, brand equity and company culture; and

•	Companies with revenues typically in the range of 50 percent to 200 percent of Darden’s revenues.

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•	Potential impact the individual may make on our Company now and in the future;

•	Internal pay relativity;

•	Level of experience and skill;

•	Individual performance compared with individual performance and leadership goals set annually;

•	Market competitive compensation rates for similar positions; and

•	Need to attract and retain executive talent.

•	Acts on behalf of the Board by setting the principles that guide the design of our compensation and benefits programs.

•	Sets the executive compensation philosophy and composition of the executive Compensation Peer Group.

•	Approves the setting of competitive compensation target levels.

•	Sets compensation programs and principles that are designed to link executive pay with Company and individual performance.

•	Recommends CEO compensation to the independent members of the Board.

•	Reviews and approves compensation decisions recommended by the CEO for each of the other NEOs.

•	Reviews eligibility criteria and award guidelines for the corporate-wide Total Rewards Programs in which the NEOs participate.

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•	Participate in the performance assessment of the CEO.

•	Approve the CEO’s compensation.

•	Reviews and presents to the Committee the performance assessments and compensation recommendations for each of the other NEOs.

•	Attended all Committee meetings, at the request of the Committee.

•	Advised the Committee on market trends, regulatory developments and issues and how they may impact our executive compensation programs.

•	Reviewed the compensation strategy and executive compensation programs to ensure the linkage between pay and performance.

•	Provided external benchmarking data and market analyses on executive total reward levels and programs to the Committee.

•	Advised the Committee on the appropriateness of executive rewards or actions under consideration.

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(1)	Amounts reflect the actual base salary paid and incentives earned by the NEO in fiscal 2014, fiscal 2013 and fiscal 2012, including any deferred amounts reported in the Non-Qualified Deferred Compensation Table. We have a 52/53 week fiscal year ending the last Sunday in May. Our 2014, 2013 and 2012 fiscal years all had 52 weeks.

(2)	The Company made variable incentive payments for fiscal 2014, fiscal 2013 and fiscal 2012 based on achieving performance metrics that were established under the Company’s MIP. These incentive payments are reported in the “Non-Equity Incentive Plan Compensation” column of this table.

(3)

Amounts in these columns represent the grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) for each of fiscal 2014, fiscal 2013 and fiscal 2012. The assumptions used in calculating these amounts in accordance with ASC Topic 718 are included in Note 1 (under the heading Stock-Based Compensation) to the Company’s audited financial statements included in the Company’s 2014 Annual Report to Shareholders. The PSUs granted in fiscal 2014 will vest after the 2016 fiscal year-end, based on our diluted net earnings per share and sales growth performance for fiscal 2014 and based on our free cash flow, sales growth and total shareholder return relative to the Standard & Poor’s 500 index for fiscal 2015 and 2016. The grant value of PSUs is shown at target payout. Actual awards may range from 0 percent to 150 percent of the targeted incentive. For fiscal 2014, the following amounts represent the grant date fair value of PSU awards assuming achievement of maximum (150%) payout: Mr. Otis—$2,678,704; Mr. Lee—$915,882; Mr. Richmond—$669,676; Mr. Lopdrup—$797,340; Mr. Madsen—$1,285,795 and Mr. Pickens—$565,611.  For fiscal

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(4)

Amounts in this column are awards earned under the MIP for fiscal 2014, fiscal 2013 and fiscal 2012 and were determined based on the NEO’s actual salary earned, his target bonus opportunity which varies by position and level, his individual performance rating and his Company and/or unit performance rating which is determined by performance against goals established at the beginning of each fiscal year. The grant of annual incentives under the MIP is described in greater detail in “Compensation Discussion and Analysis—Elements of Our Total Rewards Program—Annual Incentives.”

(5)	Amounts deferred into the FlexComp Plan do not receive above market or preferential earnings, but rather receive rates of return that match the returns on the investment options available under the Darden Savings Plan as described under the heading “Non-Qualified Deferred Compensation.”

(6)	All Other Compensation for fiscal 2014 consists of the following amounts:

(a)

Includes the aggregate incremental costs to the Company for personal use of a Company car and Company aircraft, an annual executive physical, a limited allowance toward a Company car, financial counseling, and a nominal cash award in lieu of any other perquisites. None of these perquisites had a value exceeding the greater of $25,000 or 10 percent of total perquisites for an NEO except the value of aggregate incremental cost of the Company aircraft of $87,849 for Mr. Otis. Darden’s policy is to leverage Company aircraft for business and business-related travel. The value of the aggregate supplemental incremental cost of the Company aircraft shown above relates to attendance at external board meetings, executive development conferences and executive networking forums, which benefit Darden but are considered by the tax and SEC rules to be personal use. Darden does not allow use of the Company aircraft for leisure or vacation purposes. The Company calculates the aggregate incremental cost of the personal use of Company aircraft based on an hourly charge that includes the cost of fuel, trip-related maintenance, crew travel, onboard catering, landing and license fees and contract labor. Since the Company aircraft is primarily for business travel, we do not include the fixed costs that do not change based on usage such as pilots’ salaries, the cost to purchase the aircraft and the cost of maintenance not related to trips. Family members of executives and their invited guests occasionally fly on Company aircraft as additional passengers on business flights or on business-related flights that may be characterized as personal use. In those cases, the aggregate incremental cost to the Company for the family member or guest is de minimis.

(b)

Amounts in this column represent Company contributions made in August 2014 for fiscal 2014 Company performance under the FlexComp Plan, our non-qualified deferred compensation plan. Company contributions are made under the provisions of the FlexComp Plan and are deferred in accordance with participants’ elections pursuant to the terms of the FlexComp Plan, except that the amount shown for Mr. Madsen which was not deferred pursuant to the FlexComp Plan. These Company contributions are included in the “All Other Compensation” column. Salary or bonus deferred by an NEO into the FlexComp Plan is reported in the “Salary” column or the “Non-Equity Incentive Plan Compensation” column.

(c)	Represents the cost to the Company for providing life insurance and long-term disability insurance.

(d)	Since May 31, 2009, our NEOs do not receive dividends or dividend equivalents on unvested restricted stock units or PSUs, but rather accrue them for payment when the units or PSUs are earned and vested and only on units or PSUs that actually vest.

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(e)

Each NEO, other than Mr. Pickens, received a non-cash award associated with the annual celebration for the Company’s top-performing general managers. Mr. Madsen also received payments under his retirement agreement with the Company. See “Other Named Executive Officer Compensation - Retired NEOs” in the Compensation Discussion and Analysis and “Potential Payments Upon Termination or Change in Control” for information regarding the agreements between Mr. Madsen and the Company regarding his retirement during fiscal 2014.

(7)	Mr. Otis stepped down from his position as Chairman, effective July 28, 2014 but continues in his position as CEO until the earlier of the appointment of his successor or December 31, 2014.

(8)	The actual fiscal 2013 MIP bonus approved by the Board for Mr. Otis was $270,012, but he had previously elected to forgo the award.

(9)	See “Potential Payments Upon Termination of Change of Control—Agreement with Mr. Lee” below for information regarding the agreement between Mr. Lee and the Company in connection with the RARE acquisition.

(10)

Messrs. Madsen and Pickens retired during fiscal 2014 to facilitate the Company’s organizational redesign and talent planning. In connection with Mr. Madsen’s retirement on November 22, 2013, the Company entered into an agreement with Mr. Madsen. Under the agreement, for approximately twenty-one months following his retirement, Mr. Madsen will receive his regular weekly gross base salary. In connection with Mr. Pickens’s retirement, on May 25, 2014, the Company entered into an agreement with Mr. Pickens. Under the agreement, for approximately eighteen months following his retirement, Mr. Pickens will receive his regular weekly gross base salary. In addition, both Mr. Madsen and Mr. Pickens will remain eligible to participate in medical, dental, and vision programs similar to their current coverage levels, and will continue to vest in existing equity awards in accordance with the terms of the applicable award agreements and will retain certain other ancillary benefits for limited periods, including physical examination and financial counseling benefits. The agreements include customary confidentiality, non-solicitation, non-competition, non-disparagement and release provisions. See “Other Named Executive Officer Compensation - Retired NEOs” in the Compensation Discussion and Analysis and “Potential Payments Upon Termination or Change in Control” for information regarding the agreements between Mr. Madsen and the Company regarding his retirement during fiscal 2014 and between Mr. Pickens and the Company in connection with his retirement at the end of fiscal 2014.

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(1)	The grant for Mr. Otis was recommended by the Committee and approved by the independent members of the Board and the grants made to the other NEOs were approved by the Committee.

(2)

The amounts in these columns represent the potential annual cash incentive that may be earned under the MIP by each NEO. The annual ranges are calculated with the actual salary earned during the fiscal year and the target bonus opportunity for each NEO in effect during the fiscal year. Where the NEO's target bonus opportunity changes during the fiscal year (for example, in the event of a promotion), the target bonus opportunity is based on a proration using the target bonus opportunity in effect for each portion of the fiscal year, and such proration is used in the actual bonus award calculation. Actual payouts to the NEOs based on fiscal 2014 performance are reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.

(3)

The NEOs received grants of PSUs under the 2002 Plan. These units will vest only if certain performance thresholds relating to sales growth, diluted net earnings per share growth, free cash flow, and total shareholder return measures are achieved. The units have the ability to vest at the end of a three-year performance period. When performance exceeds targeted results, additional units vest; conversely, when performance is below targeted levels, fewer or no units vest. These PSUs are described more fully under the heading “Compensation Discussion and Analysis—Elements of Our Total Rewards Program—Long-term Incentives.”

(4)	The NEOs received grants of non-qualified stock options under the 2002 Plan. These non-qualified stock options vest 50 percent on the third and fourth anniversaries of the grant date.

(5)

All stock options are granted with an exercise price equal to the fair market value of our common stock on the date of grant. Fair market value under the 2002 Plan has been determined by the Committee to be the closing price of the common stock on the NYSE as reported in the consolidated transaction reporting system on the grant date or, if such exchange is not open for trading on such date, on the most recent preceding date when such exchange is open for trading.

(6)	Assumptions used in the calculation of these amounts are included in Note 1 to the Company’s audited financial statements included in the Company’s 2014 Annual Report to Shareholders.

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(1)	All option awards are non-qualified stock options that expire ten years from the date of grant. Except where noted, the vesting schedule for the non-qualified stock options granted to NEOs is 50 percent on the third and fourth anniversaries of the grant date.

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(2)

All shares reflected in this column represent the awards of performance restricted stock granted in fiscal years 2004 through 2006. The performance restricted stock awards fully vest in ten years and have the opportunity to accelerate vesting in each of the first five anniversaries following the grant date when performance goals are achieved. The market value of the performance restricted stock awards is based on a per share value of $49.55, the closing market price of our common shares on the NYSE on May 23, 2014, the last trading day before the end of our fiscal year on May 25, 2014.

(3)

All units reflected in this column represent PSU awards granted in fiscal years 2012, 2013 and 2014. The terms of the PSU awards are more fully described in footnote 3 of the Grants of Plan-Based Awards for Fiscal 2014 table. The market value of outstanding stock awards is based on a per share (or unit) value of $49.55, the closing market price of our common shares on the NYSE on May 23, 2014, the last trading day before the end of our fiscal year on May 25, 2014.

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(1)

The value realized equals: (i) in the case of cashless option exercises, where all shares issued on exercise of the option are immediately sold, the difference between the exercise price and the actual sales price of the shares, multiplied by the number of shares sold, and (ii) in the case of all other option exercises, the difference between the exercise price and the closing market price of our common stock on the NYSE on the date of exercise, multiplied by the number of shares acquired on exercise.

(2)	The value realized equals the closing market price of our common stock on the NYSE on the vesting date multiplied by the number of shares acquired on vesting.

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(1)	Reflects the deferred amounts for each of the NEOs which is reported as compensation to such NEO in the Summary Compensation Table under the “Salary” column.

(2)	Reflects the Company’s annual contribution to the FlexComp Plan made in July 2013 during fiscal 2014 for the account of the NEOs. The Company contributions made in July 2014 during fiscal 2015 are not reported in this table.

•	Accrued but unpaid base salary through the date of termination;

•	Long-term incentive grants for the most recently completed cycle;

•	Unreimbursed employment-related expenses and other benefits owed to the NEO under the Company’s employee benefit plans or policies;

•	Accrued but unpaid vacation; and

•	The NEO’s Darden Savings Plan and FlexComp Plan account balances.

•	The NEO will be allowed to exercise any outstanding stock options granted prior to June 15, 2006 for the remainder of the original term;

•	The NEO will be entitled to receive a pro-rated share of each option granted from and after June 15, 2006, and be allowed to exercise such option for the lesser of five years or the remainder of the original term;

•	The NEO will continue to vest in grants of restricted stock for the remainder of the original term provided required deposit shares are held for grants made prior to June 2006;

•	The NEO will continue to vest in a pro-rated share of grants of PSUs granted after July 29, 2009 based on Company performance for the remainder of the original PSU performance period;

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•	The NEO will be eligible to continue to receive health benefits through our retiree medical program, with a portion of the premiums paid by the NEO;

•	The Company will reimburse the NEO for up to one year’s allowance of financial planning services incurred in the subsequent year;

•	The NEO will be entitled to receive a distribution of any balance held under the qualified savings plan (the Darden Savings Plan) if applicable; and

•	The NEO will receive a monthly benefit under the qualified retirement plan (the “RIP”) if applicable.

•	Salary and benefit continuation for a specified period of time may be awarded in certain circumstances.

•	The NEO will vest in all outstanding stock options and be allowed to exercise such stock options for the remainder of the original term;

•	The NEO will continue to vest in grants of restricted stock for the remainder of the original term provided required deposit shares are held for grants made prior to June 2006;

•	The NEO will continue to vest in grants of PSUs based on Company performance for the remainder of the original PSU performance period;

•	The NEO will be eligible to continue to receive health benefits through our retiree medical program, with a portion of the premiums paid by the NEO;

•	The Company will reimburse the NEO for up to one year’s allowance of financial planning services incurred in the subsequent year; and

•	The NEO will be entitled to receive a distribution of any balance held under the qualified savings plan (the Darden Savings Plan) if applicable, and will receive a monthly benefit under the RIP, if applicable.

•	Up to two-thirds of eligible pay with a maximum annual benefit of $180,000 payable to age 65;

•	Continued eligibility for group medical coverage; and

•	Continued life insurance and Company retirement contributions up to age 65.

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•

Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this section, the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company (an “Affiliated Company”) or (D) any business combination pursuant to a transaction where (i) all or substantially all of the beneficial owners of Outstanding Company Common Stock immediately prior to the business combination beneficially own more than 50% of the then-outstanding shares of common stock of the entity resulting from the business combination in substantially the same proportion as immediately prior to the business combination, (ii) no person beneficially owns 20% or more of the common stock of the entity resulting from the business combination, except to the extent that such ownership existed prior to the business combination, and (iii) at least a majority of the Board members of the entity resulting from the business combination were members of the incumbent Board at the time of the execution of the initial agreement or action of the board approving the business combination;

•

Individuals who, as of the effective date of the revised standard form of MCA, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date thereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (accordingly, if Starboard proceeds with its contested solicitation and a sufficient number of its nominees become members of the Board such that the Incumbent Board fails to constitute at least a majority of the Board, a Change of Control shall be deemed to have occurred under the MCA and for purposes of the change of control provisions of certain equity plans and/or award agreements and trust agreements (as described below) under which our NEOs have awards);

•

Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of the then-outstanding shares of common stock (or, for a non-corporate entity,

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•	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

•	An act or acts of fraud or misappropriation on the executive officer’s part which result in or are intended to result in the executive officer’s personal enrichment at the expense of the Company and which constitute a criminal offense under state or federal laws; or

•	Conviction of the executive officer of a felony.

•	The assignment to the executive officer of any duties inconsistent in any substantial respect with the executive officer’s position, authority or responsibilities as in effect during the 90-day period immediately preceding the effective date of the agreement;

•	Any other substantial adverse change in such position (including titles), authority or responsibilities;

•

Any failure by the Company to furnish the executive officer with base salary, target annual bonus opportunity, long-term incentive opportunity or aggregate employee benefits at a level equal to or exceeding those received by the executive officer from the Company during the 90-day period preceding the effective date of the agreement, other than (i) an insubstantial and inadvertent failure remedied by the Company promptly after receipt of notice thereof given by the executive officer or (ii) with respect to aggregate employee benefits only, any failure resulting from an across-the-board reduction in employee benefits generally applicable to all similarly situated employees;

•	The Company’s requiring the executive officer to be based or to perform services at any office or location more than 30 miles from the office or location at which the executive officer was based as of immediately prior to the effective date of the agreement, except for travel reasonably required in the performance of the executive officer’s responsibilities;

•	Any failure by the Company to obtain the assumption and agreement to perform the agreement by a successor; or

•	Any failure by the Company to deposit amounts in the trust in accordance with the agreement.

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(1)

Involuntary not for cause termination includes termination of the NEO's employment for any reason other than his or her violation of Company policy.  It may also include retirements mutually agreed by the Company and the NEOs which benefit the organization overall, facilitating structure redesign and talent planning. Under such circumstances, each of the terminated NEOs must agree to certain restrictive covenants, such as stating they will not compete with the Company or solicit employees of the Company for a reasonable period following his or her termination of employment as a condition to receiving the payments illustrated in this column.

(2)	Reflects the annual cash incentive, which is also included in the Summary Compensation Table.

(3)	Reflects the annual FlexComp Plan award for fiscal 2014 paid in August 2014, which is also included in the Summary Compensation Table.

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(4)	These amounts represent the value of salary continuation during the severance period, which is based on a period of twenty-four months for Mr. Otis, twenty-one months for Mr. Lee and eighteen months for Messrs. Richmond and Lopdrup.

(5)

This value is calculated based on the closing market price of $49.55 of our common stock on the NYSE on May 23, 2014, the last trading day before the end of our fiscal year on May 25, 2014. For stock options, this value equals the difference between the closing market price of $49.55 of our common stock on the NYSE on May 23, 2014, the last trading day before the end of our fiscal year on May 25, 2014, and the exercise price, multiplied by the number of option shares subject to accelerated vesting upon termination.

(6)	This amount represents the value of awards that would receive continued and accelerated prorated vesting because the NEOs qualify for early retirement (age 55 plus ten years of service) as of May 25, 2014.

(7)

This amount represents (i) the value of awards that would continue to vest during the severance period and, (ii) the vesting of a pro-rata portion of outstanding awards at the termination of the severance period because the NEOs age plus years of service would equal or exceed 70 as of May 25, 2014. If this methodology had been used in last year's table in the 2013 proxy statement, the amounts for Messrs. Otis, Lee and Richmond would have been $13,720,318, $2,951,361, and $3,009,397, respectively.

(8)	Miscellaneous benefits include health, welfare and other continuation benefits, post-retiree medical benefits and FlexComp Plan benefits.

(9)	The maximum life insurance benefit for normal death is $1,500,000; for accidental death, the maximum is $3,000,000; and an additional $500,000 may be paid if death is attributable to death while traveling on business. These benefits would be paid from term life insurance policies.

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(1)	Reflects the annual cash incentive, which is also included in the Summary Compensation Table. The annual cash incentive was prorated for Mr. Madsen who retired prior to the end of the fiscal year.

(2)	Reflects the annual FlexComp Plan award for fiscal 2014 paid in August 2014, which is also included in the Summary Compensation Table. This award was prorated for Mr. Madsen who retired prior to the end of the plan year.

(3)

This amount represents the value of awards that will receive continued and accelerated prorated vesting because the former NEOs qualify for early retirement (age 55 plus ten years of service) as of their retirement dates. This value is calculated based on the closing market price of $49.55 of our common stock on the NYSE on May 23, 2014, the last trading day before the end of our fiscal year on May 25, 2014. For stock options, this value equals the difference between the closing market price of $49.55 of our common stock on the NYSE on May 23, 2014, the last trading day before the end of our fiscal year on May 25, 2014, and the exercise price, multiplied by the number of option shares subject to pro-rata accelerated vesting upon termination.

(4)

This amount represents the value of continued vesting of awards during the severance period and awards that will receive prorated accelerated vesting because the former NEOs qualify for early retirement (age 55 plus ten years of service) as of their retirement dates. This value is calculated based on the closing market price of $49.55 of our common stock on the NYSE on May 23, 2014, the last trading day before the end of our fiscal year on May 25, 2014. For stock options, this value equals the difference between the closing market price of $49.55 of our common stock on the NYSE on May 23, 2014, the last trading day before the end of our fiscal year on May 25, 2014, and the exercise price, multiplied by the number of option shares subject to pro-rata accelerated vesting upon termination.

(5)	Miscellaneous benefits include health and other continuation benefits, discount on the purchase of their company car and post-retiree medical benefits.

(1)	Includes stock options exercisable for common shares and deferred compensation obligations and unvested restricted stock units that may be paid out in common shares.

(2)	Relates solely to stock options exercisable for common shares.

(3)

Consists of the 2002 Plan, 1995 Plan and our Employee Stock Purchase Plan. The 2002 Plan has a “fungible share pool” approach to account for authorized shares. With respect to stock options and SARs, the number of shares available for awards is reduced by one share for each share covered by such award or to which the award relates. With respect to awards granted after September 15, 2006, other than stock options and SARs, the number of shares available for awards is reduced by two shares for each share covered by such award or to which such award relates. Awards that do not entitle the holder to receive or purchase shares and awards that are settled in cash are not counted against the aggregate number of shares available for awards under the 2002 Plan.

(4)	Includes up to 7,693,858 shares of common stock that may be issued under awards under the 2002 Plan, and up to 1,293,354 shares of common stock that may be issued under our Employee Stock Purchase Plan. No new awards may be made under the 1995 Plan.

(5)	Consists of the RARE Plan and the Director Compensation Plan, each of which is further described below.

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•	The integrity of our financial statements;

•	Our compliance with legal and regulatory requirements;

•	The independent registered public accounting firm’s qualifications and independence; and

•	The performance of our internal audit function and independent registered public accounting firm.

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•	In the opinion of senior management, the independent registered public accounting firm possesses unique knowledge or technical expertise that is superior to that of other potential providers;

•	The approvals of the Chair of the Audit Committee and the CFO are obtained prior to the retention; and

•	The retention will not affect the status of the independent registered public accounting firm as “independent accountants” under applicable rules of the SEC, Independence Standards Board and NYSE.

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•	Include in your notice the specific information required by our Bylaws and otherwise comply with the requirements of our Bylaws and applicable law.

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•	2002 Plan. The Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended, which provides for the grant of stock options, SARs, restricted stock, restricted stock units, performance awards and other stock and stock-based awards to employees, officers, consultants, advisors and non-employee directors.

•	CEO. Our chief executive officer.

•	CFO. Our chief financial officer.

•	COO. Our chief operating officer.

•	Compensation Committee or Committee (when used in the Compensation Discussion and Analysis). The Compensation Committee of your Board of Directors.

•	Committee’s Consultant. The compensation consultant retained from time to time (currently Towers Watson) by the Compensation Committee.

•	Diluted net earnings per share growth. Earnings per share (net income from continuing operations as reported in our financial statements, divided by diluted weighted-average shares) increase over the prior fiscal year. Diluted weighted-average shares include weighted-average shares outstanding plus the dilutive effect of share-based compensation.

•	Director Compensation Plan. Compensation Plan for Non-Employee Directors.

•	Exchange Act. The Securities Exchange Act of 1934, as amended.

•	Executive officers. The most senior executives of the Company designated as our “executive officers” in our most recent Form 10-K and other securities filings.

•	LTI. The Long-Term Incentive Program, which provides our officers reward opportunities tied to achieving sustained strong financial performance through both stock options and PSUs

•	MCAs. Management continuity agreements, which are limited to a change of control of the Company.

•	MIP. The Management and Professional Incentive Plan, which is our annual cash incentive plan; certain of our equity awards, such as PSUs for executive officers, may be made subject to the MIP.

•	NEO. Named Executive Officer. Our officers who are named in the Summary Compensation Table, as required by SEC rules.

•	NYSE. The New York Stock Exchange.

•	Officers. Employees at the level of vice president and above; approximately 100 employees.

•	Purchase Plan. The Darden Restaurants, Inc. Employee Stock Purchase Plan.

•	PSUs. Performance Stock Units granted under our 2002 Plan, which currently constitute a three-year (previously five-year) incentive program that is part of our LTI program.

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RARE Plan. The RARE Hospitality International, Inc. (RARE) Amended and Restated 2002 Long-Term Incentive Plan, which provides for the issuance of common stock in connection with awards of non-qualified stock options, incentive stock options, restricted stock and restricted stock units to any employee, officer, director, consultant or advisor of the Company who, as of September 30, 2007, was an employee, officer, director, consultant or advisor to RARE or its subsidiaries or affiliates.

•	S&P 500. A value weighted index of the prices of the common stock of 500 large companies, whose stock trades on either the NYSE or the NASDAQ.

•	SARs. Stock appreciation rights.

•	Sales growth. Our total sales during the fiscal year compared to our total sales in the prior fiscal year.

•	Same-restaurant sales. A year-over-year comparison of each period’s sales volumes for our restaurants that have been open at least 16 months, including recently acquired restaurants, absent consideration of when the restaurants were acquired.

•	SEC. The U.S. Securities and Exchange Commission.

•	Senior officers. The group of senior executives of the Company; approximately thirty employees.

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•	TSR or Total shareholder return. The total return on our shares over a specified time period, expressed as a percentage (calculated based on the change in our common stock price over the relevant measurement period and assuming reinvestment of dividends).

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