As filed with the Securities and Exchange Commission on August 11, 2004.
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 (Date of earliest event reported):
August 11, 2004
Darden Restaurants, Inc.
(Exact name of registrant as specified in its charter)
Florida 1-13666 59-3305930
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification No.)
5900 Lake Ellenor Drive, Orlando, Florida 32809
(Address of principal executive offices)
Registrant's telephone number, including area code:
(407) 245-4000
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
------------------------------------------
On August 11, 2004, the Company issued a news release entitled
"Darden Announces Succession Plan - Casual Dining Leader Announces
Phased Retirement of Its Long-Time Chairman and CEO," a copy of
which is furnished herewith as Exhibit 99 to this current Report
on Form 8-K.
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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.
Dated: August 11, 2004 DARDEN RESTAURANTS, INC.
By: /s/ Paula J. Shives
--------------------------------------
Paula J. Shives
Senior Vice President and
General Counsel
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
-------------- ----------------------
99 Press Release dated August 11, 2004, entitled "Darden
Announces Succession Plan - Casual Dining Leader Announces
Phased Retirement of Its Long-Time Chairman and CEO."
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EXHIBIT 99
DARDEN RESTAURANTS
Red Lobster(R)Olive Garden(R)Bahama Breeze(R)Smokey Bones(R)
www.darden.com
NEWS/INFORMATION
Corporate Relations
P.O. Box 593330
Orlando, FL 32859
Contacts:
(Analysts) Matthew Stroud (407) 245-6458
Media) Jim DeSimone (407) 245-4567
FOR RELEASE
August 11, 2004
4:30 PM ET
Darden Announces Succession Plan
Casual Dining Leader Announces Phased Retirement of Its
Long-Time Chairman and CEO
ORLANDO, Fla. (Aug. 11, 2004) Darden Restaurants Inc. (NYSE: DRI), owner and
operator of Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones Barbeque &
Grill and Seasons 52 restaurants, announced today the implementation of its
long-term succession plan.
Joe R. Lee, 63, who currently serves as Darden's Chairman and CEO, will step
down as CEO in December 2004. To enable the company to benefit from his years of
experience and to assure a smooth and effective transition to the new
leadership, Lee will remain as Chairman of the Board until his planned
retirement in December 2005.
Effective December 2004:
o Clarence Otis, Jr., 48, who has been with the company nine years and
currently serves as President of its Smokey Bones business unit, will
become Darden's Chief Executive Officer and upon Lee's retirement in 2005,
is expected to become Chairman.
o Andrew H. (Drew) Madsen, 48, who has been with the company and its former
parent company, General Mills, a total of 18 years and currently serves as
President of Olive Garden, will become Darden's President and Chief
Operating Officer.
Messrs. Otis and Madsen have also been nominated for election to the Company's
Board of Directors at the Company's annual meeting of shareholders in September
2004.
The Company's Board of Directors voted unanimously to implement the succession
plan.
"Joe has long championed a smooth succession as he approached his planned
retirement at age 65," said Odie Donald, Lead Director for the Darden Board of
Directors. "He has built strong leadership teams within Darden and he and the
Board have worked continuously to ensure a thoughtful and seamless transition
for the company."
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Also effective December 2004:
o David Pickens, 49, who has been with the company 32 years and currently
serves as Executive Vice President of Operations at Olive Garden, will
succeed Mr. Madsen as President of Olive Garden;
o James J. (J.J.) Buettgen, 44, most recently President of Brinker
International Inc.'s Big Bowl Asian Kitchen, and who previously served as
Senior Vice President, Marketing, for Olive Garden, will succeed Mr. Otis
as President of Smokey Bones; and
o Valerie Insignares, 36, who has been with the company seven years and is
currently Senior Vice President of Olive Garden's Dallas Division, will
succeed Mr. Pickens as Olive Garden's Executive Vice President of
Operations.
"Our mission is to be the best in casual dining, now and for generations," said
Mr. Lee, who has been Darden's only chairman and CEO since the company spun off
from consumer foods leader General Mills, Inc. in 1995. "An effective succession
plan is critical to Darden's mission, and this is a talented, dynamic and
seasoned leadership team with a passion for the business."
"Clarence and Drew bring a breadth of business acumen and restaurant experience
to their new positions," Lee said. "They are a great team with complementary
strengths that are critical to our business and a demonstrated ability to work
together with great mutual respect."
Otis has deep and successful financial and corporate management experience. He
has served as Darden's Executive Vice President since April 2002 and President
of Smokey Bones Barbeque & Grill since December of that year. Among other posts,
he has served as the company's Chief Financial Officer. He joined Darden in 1995
from Chemical Securities, Inc. (now JP Morgan Securities, Inc.), an investment
banking firm, where he had been Managing Director and Manager of Public Finance.
He serves on the board of directors of St. Paul Travelers Companies and VF Corp.
Madsen has strong, successful marketing and operating company leadership
experience. He has been Darden's Senior Vice President and President of Olive
Garden since April 2002. He joined the company in December 1998 as Executive
Vice President of Marketing for Olive Garden. Prior to joining Darden, he was
President of International Master Publishers, Inc., a company that developed and
marketed consumer information products. He also held leadership positions at
James River Corporation (now part of Georgia-Pacific Corporation), including
Vice President/General Manager for the Dixie consumer products unit. Madsen
began his career at General Mills where he held a variety of marketing
leadership positions.
Both executives are active in the community. Otis serves on the Boards of
Directors of Enterprise Florida Inc. and Preserve Eatonville Inc. and is a
member of the Executive Leadership Council. Madsen serves on the Board of the
Florida Citrus Sports Association and is active as a volunteer coach of youth
sports.
As Chief Executive Officer, Otis will focus on maintaining a strong values-based
culture, developing corporate strategy and driving its execution, strengthening
enterprise leadership, building and deploying organizational resources, ensuring
industry leading consumer and workforce insight capabilities and capturing new
business growth opportunities.
-More-
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Madsen will focus as President and Chief Operating Officer on ensuring operating
company excellence in restaurant operations, brand management and leadership
development, generating and consistently utilizing powerful consumer and
workforce insights, creating a competitively superior and highly efficient
restaurant support structure, and more aggressive new restaurant growth in
existing businesses.
Lee has been Darden's Chief Executive Officer since December 1994 and Chairman
of the Board since April 1995. He joined Red Lobster in 1967 as a member of its
opening management team, and was named its President in 1975. From 1970 to 1995,
he held various positions with General Mills, including Vice Chairman, Chief
Financial Officer and Executive Vice President, Finance and International
Restaurants.
Pickens has over 30 years of operations experience at Darden, including nine
years on the Olive Garden Executive Team, with five of those years leading
operations to "best-ever" performance. In addition to his Olive Garden service,
he has a wide breadth of experience at Darden having also worked with Red
Lobster and China Coast. He is well regarded as an executive who sets high
standards, models Darden values and develops people.
Buettgen returns to Darden where he served as Senior Vice President of Marketing
on the Olive Garden executive team and spent a total of nine years, including
positions with General Mills. He also held marketing positions with Hollywood
Video and Disneyland Resorts. Prior to his most recent responsibility at Big
Bowl, he was Senior Vice President of Marketing and Brand Development for
Brinker International, Inc.
Insignares has a significant track record of leading Purchasing, Distribution
and Operations teams. She established Darden's Supplier Diversity initiative
which has delivered world-class levels of performance. Her leadership of Olive
Garden's Dallas Division during the last three years resulted in outstanding
performance. She is recognized as a strong role model and talented leader in the
restaurant industry.
Darden Restaurants, Inc., headquartered in Orlando, Florida, is the largest
publicly held casual dining restaurant company in the world serving more than
300 million meals during fiscal 2004. The company operates over 1,300
restaurants in the United States and Canada with 140,000 employees and annual
sales of $5 billion.
Forward-looking statements in this news release, if any, are made under the Safe
Harbor provisions of the Private Securities Litigation Reform Act of 1995.
Certain important factors could cause results to differ materially from those
anticipated by the forward-looking statements, including the impact of changing
economic or business conditions, the impact of competition, the availability of
favorable credit and trade terms, the impact of changes in the cost or
availability of food and real estate, government regulation, construction costs,
weather conditions and other factors discussed from time to time in reports
filed by the Company with the Securities and Exchange Commission.
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