================================================================================
UNITED 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: September 21, 2005
(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.)
5900 Lake Ellenor Drive, Orlando, Florida 32809
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
================================================================================
Item 2.02 Results of Operations and Financial Condition.
Darden Restaurants, Inc. issued a news release dated September 22, 2004,
entitled "Darden Restaurants Reports a 20% Increase in First Quarter Diluted Net
Earnings Per Share to 53 Cents; Increases Semi-Annual Dividend 400% to 20 Cents
Per Share; Re-Affirms Annual Earnings Guidance," a copy of which is furnished
herewith as Exhibit 99 to this Current Report on Form 8-K.
The information in this Item 2.02 in this Current Report on Form 8-K, including
Exhibit 99 hereto, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section. The information in this Item 2.02 of
this Current Report on Form 8-K shall not be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
Item 8.01 Other Events.
At the Annual Meeting of Shareholders held on September 21, 2005, the
shareholders of the Company took the following actions:
1. Elected 14 directors: Leonard L. Berry; Odie C. Donald; David H. Hughes;
Charles A. Ledsinger, Jr.; Joe R. Lee; William M. Lewis, Jr.; Senator Connie
Mack, III; Andrew H. (Drew) Madsen; Clarence Otis, Jr.; Michael D. Rose; Maria
A. Sastre; Jack A. Smith; Blaine Sweatt, III; and Rita P. Wilson.
2. Approved the appointment of KPMG LLP as the Company's independent
registered public accounting firm for the fiscal year ending May 28, 2006.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is being furnished with this Current Report:
Exhibit Number
(by reference to
Item 601 of
Regulation S-K) Description
99 Press Release dated September 22, 2005, entitled
"Darden Restaurants Reports a 20% Increase in First
Quarter Diluted Net Earnings Per Share to 53 Cents;
Increases Semi-Annual Dividend 400% to 20 Cents Per
Share; Re-Affirms Annual Earnings Guidance."
2
SIGNATURE
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/ Paula J. Shives
-------------------------
Paula J. Shives
Senior Vice President, General
Counsel and Secretary
Date: September 22, 2005
3
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99 Press Release dated September 22, 2005, entitled
"Darden Restaurants Reports a 20% Increase in First
Quarter Diluted Net Earnings Per Share to 53 Cents;
Increases Semi-Annual Dividend 400% to 20 Cents Per
Share; Re-Affirms Annual Earnings Guidance."
4