Form 8-K DARDEN RESTAURANTS INC For: Jul 23
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 23, 2015
(Date of earliest event reported)
DARDEN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-13666
Florida | 59-3305930 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |
1000 Darden Center Drive, Orlando, Florida 32837
(Address of principal executive offices, including zip code)
(407) 245-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New President of LongHorn Steakhouse
On July 27, 2015, Darden Restaurants, Inc. (the “Company”) announced that Todd A. Burrowes, 52, has been appointed as President of LongHorn Steakhouse, effective July 28, 2015. Mr. Burrowes will be rejoining the Company after serving as President, Ruby Tuesday Concept and Chief Operations Officer of Ruby Tuesday, Inc., a casual dining restaurant chain, since June 2013. Prior to that, Mr. Burrowes served as Executive Vice President of Operations for LongHorn Steakhouse, a position that he held from 2008 until 2013. Mr. Burrowes previously served in other roles at LongHorn Steakhouse, including as Senior Vice President of Operations and Regional Director of Operations. Prior to joining LongHorn, Mr. Burrowes served as the Regional Director of Operations for Corner Bakery Cafe and Vice President of Operations for Saltgrass Steak House.
In connection with his appointment as President of LongHorn Steakhouse, Mr. Burrowes and the Company have agreed that Mr. Burrowes’ annual base salary will be $525,000, and Mr. Burrowes will be eligible to participate in the Company’s annual cash incentive and equity programs. Mr. Burrowes’ target annual cash bonus will be 80% of his annual base salary. Mr. Burrowes’ target annual equity grant will be in the form of a combination of stock options and performance restricted stock units and will have an aggregate target value of $800,000, which will be granted on July 29, 2015. On the effective date of hire, Mr. Burrowes will also receive a special equity grant of restricted stock units with an aggregate value of $800,000. Mr. Burrowes will also receive certain perquisites including a company car allowance.
Additional information about Mr. Burrowes and his appointment is included in the Company’s news release issued on July 27, 2015, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In addition, on July 23, 2015, the Company agreed with Valerie L. Insignares, who was the President of LongHorn Steakhouse, that her employment would end effective as of the close of business on July 24, 2015. Ms. Insignares will receive benefits pursuant to her Management Continuity Agreement which include a lump sum equal to three times her base salary plus average bonus, medical, dental and vision coverage similar to her current coverage level for 36 months and accelerated vesting of equity awards in accordance with the terms of the applicable award agreements.
Notice of Non-Renewal of Management Continuity Agreement
On July 23, 2015, the Company delivered notice of non-renewal (the “Notice”) of the Management Continuity Agreement, as amended (the “MCA”), to the following named executive officers who have an existing MCA with the Company: Eugene I. Lee, Jr., Harald E. Herrmann and David C. George. Pursuant to the Notice, the “contract period” under the MCA will not be extended on the next “renewal date” (each term as defined in the MCA) and accordingly, the MCA will expire on October 1, 2016. The form of Notice is attached as Exhibit 10.1 to this Current Report on Form 8-K. The Company anticipates entering into a new Change in Control Agreement (the “CIC Agreement”) with each of the affected named executive officers that will become effective immediately following the expiration of the MCA. The form of CIC Agreement is filed as Exhibit 10(rr) to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2015.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
10.1 | Form of Notice of Non-Renewal of Management Continuity Agreement. | |
99.1 | News release dated July 27, 2015, entitled “Todd Burrowes to Rejoin LongHorn Steakhouse as President.” | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DARDEN RESTAURANTS, INC. | ||
By: | /s/ Jeffrey A. Davis | |
Jeffrey A. Davis | ||
Date: July 27, 2015 | Senior Vice President, Chief Financial Officer | |
EXHIBIT INDEX
Exhibit Number | Description of Exhibit | |
10.1 | Form of Notice of Non-Renewal of Management Continuity Agreement. | |
99.1 | News release dated July 27, 2015, entitled “Todd Burrowes to Rejoin LongHorn Steakhouse as President.” | |
Exhibit 10.1
July 23, 2015
[Name]
[Address]
Re: Notice of Non-Renewal of Management Continuity Agreement
Dear [Name]:
This letter constitutes notice to you pursuant to Section 3 of your [Amended and Restated] Management Continuity Agreement with Darden Restaurants, Inc. (the “Company”), dated as of [Date] (the “MCA”), that the “contract period” under the MCA will not be extended on the next “renewal date” (as each such term is defined in the MCA). Accordingly, the MCA will expire on October 1, 2016. The Company anticipates entering into a new change in control agreement with you that will become effective immediately following the expiration of the MCA. For the avoidance of doubt, nothing in this letter will affect your rights under the MCA with respect to the “change of control” (as such term is defined in the MCA) of the Company that occurred on October 10, 2014.
If you have any questions, please do not hesitate to contact Danielle Kirgan.
Sincerely,
Darden Restaurants, Inc.
By_____________________
[Name]
[Title]
Exhibit 99.1
FOR RELEASE | Contacts: | ||||
(Analysts) Rick Cardenas | (407) 245-5892 | ||||
(Media) Rich Jeffers | (407) 245-4189 | ||||
TODD BURROWES TO REJOIN LONGHORN STEAKHOUSE AS PRESIDENT
ORLANDO, Fla. (July 27, 2015) – Darden Restaurants, Inc. (NYSE: DRI) today announced that Todd Burrowes has been named President of LongHorn Steakhouse, effective July 28, 2015. Burrowes is rejoining the brand after spending the last two years as President, Ruby Tuesday Concept and Chief Operations Officer of Ruby Tuesday, Inc. Previously, Burrowes spent more than 10 years in operations leadership roles at LongHorn. He will report to Darden CEO Gene Lee.
“We are excited to welcome Todd back to LongHorn Steakhouse,” said Lee. “Todd is an energetic and passionate leader who truly understands our culture and how to inspire and motivate our team members. His operational expertise coupled with his deep knowledge of the brand makes him the ideal person to lead the LongHorn team.”
Burrowes is a seasoned restaurant operator with more than 25 years of experience. During his prior stint at LongHorn, Burrowes spent approximately 10 years in key leadership positions including Executive Vice President of Operations, Senior Vice President of Operations and Regional Director of Operations. Prior to his tenure with LongHorn Steakhouse, Burrowes served as Regional Director of Operations for Corner Bakery Café and Vice President of Operations for Saltgrass Steak House.
LongHorn Steakhouse generated more than $1.5 billion in sales during fiscal year 2015. As President, Burrowes will lead all aspects of the business, which is comprised of more than 470 restaurants across 40 states. He is succeeding Valerie Insignares, who departed the company last week to pursue other interests.
About Darden
Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales. Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. Our restaurant brands –Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V’s and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.
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