The Board of Directors (the Board) of Darden Restaurants, Inc. (Darden, the Company, we, us or our) is soliciting your proxy for use at the Annual Meeting of Shareholders to be held on September 23, 2020.20, 2023. This Proxy Statement summarizes information concerning the matters to be presented at the meeting and related information that will help you make an informed vote at the meeting. This Proxy Statement and the proxy card are first being distributed or otherwise furnished to shareholders on or about August 10, 2020.7, 2023. Capitalized terms used in this Proxy Statement that are not otherwise defined are defined in Appendix A to this document.

Proxy Statement Summary

This summary highlights certain information discussed in more detail in this Proxy Statement.

The matters to be voted upon at this meeting, along with the Board’s recommendation, are set forth below.

About Darden

Darden is a national public health emergency resulting in a significant reduction in guest traffic at our restaurants due to changes in consumer behavior as public health officials encouraged social distancing and state and local governments mandated restrictions including suspension of dine-in operations, reducedfull-service restaurant seating capacity, table spacing requirements, bar closures and additional physical barriers. Through the first three quarters of fiscal 2020, our financial results were strong as sales from continuing operations for the first nine months of fiscal 2020 were $6.54 billion, an increase of 4.1 percent over the prior year period. The COVID-19 pandemic negatively impacted this strong performance, and for most of the fourth quarter of fiscal 2020, we operated with all of our dining rooms closed and served our guests in a To Go only or To Go and delivery format. Our sales for the fourth quarter of fiscal 2020 declined 43.0 percent from the fourth quarter of fiscal 2019. As we continue to navigate through the pandemic, we have taken significant steps to adapt our business to allow us to continue to serve guests, support our team members and secure our liquidity position to provide financial flexibility, including:

Strategy Summary

Throughout fiscal 2023, our operating philosophy remained focused on strengthening the core operational fundamentals of the business by providing an outstanding guest experience rooted in culinary innovation, attentive service, engaging atmosphere, and integrated marketing. Darden enables each brand to reach its full potential by leveraging our scale, insights, and experience in a way that protects uniqueness and competitive advantages.

We manage our business organized around one core mission and one driving philosophy that keeps us focused on actions that will help us to be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere, making every guest loyal.

A full-service restaurant company with …

2    Darden Restaurants, Inc.

Our Board seeks to maintain the highest standards of corporate governance and ethical business conduct, including the following highlights:

Our fiscal 20202023 compensation programs were designed to create a strong alignment between pay and performance for our executives. Highlights of our executive compensation programs include:

•	At the Company’s 2022 Annual Meeting, approximately 95.9 percent of the votes cast were in favor of the advisory vote to approve executive compensation; and

•	Over 87 percent of our CEO’s and 75 percent of our other Named Executive Officers’ (NEOs) target total direct compensation for fiscal 2023 was tied to performance.

At the Company’s 2019 Annual Meeting, approximately 95.5 percent of the votes cast were in favor of the advisory vote to approve executive compensation; and

Over 87 percent of our CEO’s and 72 percent of other Named Executive Officers’ target total direct compensation for fiscal 2020 is tied to performance.

We have included a detailed Executive Summary in our Compensationthe “Compensation Discussion and AnalysisAnalysis” section of this Proxy Statement.

Sustainability Highlights

We are committed to protecting our planet for future generations and sourcing food with care.

Darden’s current key Sustainability areas of focus are:

		Protecting our Planet		With more than 1,900 restaurant locations, we view conservation efforts at our restaurants as the first line of action in managing climate risks and resource volatility.

To that end, we track and report to our management and the Board on p. 27the following metrics annually:

Ø

Taking Action on Climate - Greenhouse gas (GHG) emissions (Scope 1 & 2)

Ø

Energy – Average Usage per Restaurant

Ø

Water – Average Usage per Restaurant

Ø

Waste – Recycling Rate

We are committed to providing disclosure to our shareholders on these and other sustainability metrics. We disclose all of these metrics on our corporate website, www.darden.com, and we include the GHG emissions in our annual report on Form 10-K.

6    Darden Restaurants, Inc.

Climate Change

Darden is addressing sources of climate change from its operations and supply chain through diligent assessment, transparent disclosures and collaborative engagement on solutions.

In fiscal 2023, Darden increased the robustness of the assessment and the disclosure of environmental metrics by:

•	Performing a deforestation risk assessment of key commodities — including beef, soy, palm oil, cocoa, coffee, timber and fiber — using a methodology aligned with the guidance from The Accountability Framework and relevant organizations.

•	Aligning Darden’s environmental disclosures for energy, water, waste and GHG emissions with the Sustainability Accounting Standards Board (SASB) framework for the Food and Beverage Sector.

•	Disclosing a detailed Scope 3 emissions inventory for all relevant upstream and downstream sources; and

•	Engaging a third party to assess and verify environmental disclosures to a limited level of assurance to international accounting standards.

The results will inform strategy and action in the areas of energy, GHG emissions, waste and water for Darden’s operations and our supply chain. Environmental disclosures are reported on our website at www.darden.com.

		Sourcing Food with Care		We lead in food safety and quality while also caring for farm animals and holding our suppliers to our Food Principles. We know that where our ingredients come from and how they are grown are integral elements in the recipe for preparing great food for our guests. Darden’s Food Principles are our foundation for sourcing food for our guests sustainably.

Darden takes animal welfare very seriously. A key tenet of our approach is to work with protein suppliers who are committed to the improvement of animal welfare. We have a responsibility to ensure that animals are treated with respect and care in the process of providing nutritious food that is served in our restaurants. Our Animal Welfare Policy defines Darden’s position and outlines our approach and strategy in this area.

In 2019, we established an Animal Welfare Council, which unites a cross-functional group of academics and thought leaders in the care of animals in food supply chains. This group is supporting Darden in our continued efforts to improve animal welfare outcomes and, most recently, started to map out a framework and process for working with protein suppliers on key welfare areas defined within our Animal Welfare Policy.

In fiscal 2023, Darden engaged the majority of its poultry suppliers through a supplier survey to better understand current animal welfare and antibiotics positioning and practices. We have started to translate those learnings and develop a pilot program aiming to further test and define our outcome-based approach.

Additional measures we take to ensure best practices in our food sourcing include:

Ø

We require third-party audits to ensure that our Animal Welfare Policy is upheld by suppliers producing our animal products.

2023 Proxy Statement.Statement    7

---

3

Ø

We manage our suppliers by:

•

Conducting rigorous evaluations to verify food safety procedures and product quality.

•

Holding all partners accountable to our Supplier Code of Conduct.

•

Assigning our Total Quality team and third-party partners to perform ongoing audits every year to ensure food safety and product quality.

Ø

Restaurant leaders are thoroughly trained on our robust food safety and restaurant cleanliness practices and conduct in-depth walk-throughs twice each day.

Ø

We use a third-party partner to conduct quarterly inspections at every restaurant to validate our strict food safety protocols.

Please visit the Our Impact section of our website at www.darden.com for updates on our animal welfare efforts.

Inclusion and Diversity Highlights

		At Darden, everyone is welcome to a seat at our table.

Our History Shapes Our Commitment

When our founder Bill Darden opened his first restaurant in 1938, he employed anyone willing to work hard, work smart and grow with the company – without regard to race, gender or background.

Ensuring an inclusive and diverse workplace is at the very heart of Darden and our brands. We are strengthened by a diversity of cultures, perspectives, attitudes and ideas. We honor each other’s heritage and uniqueness. We prioritize our inclusion and diversity efforts not just because it is the right thing to do – but because it makes us better. It leads to innovation of thought, fuels our growth as a company and creates great places to work for our team members. Our strategy to uphold our founder’s legacy is rooted in advancing workplace diversity, creating an inclusive environment and building on our commitment.

8    Darden Restaurants, Inc.

---

The Board reviews and evaluates human capital metrics, strategic objectives and other initiatives with respect to the Company’s workforce. We have added detailed human capital metrics to our annual report on Form 10-K and to our corporate website. We have also added our EEO-1 data to our corporate website disclosure. Some key inclusion and diversity highlights are set forth below.

Our Team (as of year-end fiscal 2023 unless otherwise indicated)

Our strategy to uphold our founder’s legacy is rooted in advancing workplace diversity, creating an inclusive environment and building on our commitment. We report details about these strategic initiatives on our corporate website.

Advance Workplace Diversity				Create an Inclusive Environment				Build on Our Commitment
✓  Increase our pipeline of diverse leaders ✓  Ensure all levels of our team reflect the diversity of our talent in our industry and communities ✓  Expand inclusive hiring and development best practices across all our brands				✓  Expand inclusion and diversity awareness and training to all team member populations ✓  Equip all leaders with the tools and resources to foster an inclusive environment for team members and guests ✓  Utilize Employee Resource Groups to engage, retain and advance our team				✓  Make a positive impact in the communities we serve ✓  Continue to invest in diverse suppliers

2023 Proxy Statement    9

---

Table of Contents

CORPORATE GOVERNANCE AND BOARD ADMINISTRATION

Corporate Governance and Board Administration

Our Board is Committed to the Highest Standards of Corporate Governance and Ethical Business Conduct

Corporate governance guidelines, policies and practices are the foundation for the effective and ethical governance of all public companies. Our Board is committed to the highest standards of corporate governance and ethical business conduct, providing accurate information with transparency and complying fully with the laws and regulations applicable to our business. The Company’s corporate governance structure is designed to ensure that the Company’s policies and practices are aligned with shareholder interests and corporate governance best practices. Executive management supports the Board’s commitment to be transparent through shareholder outreach efforts. We offer our shareholders an opportunity to engage in dialogue with us about aspects of our corporate governance and discuss any areas of concern. Our corporate governance practices are governed by our Articles of Incorporation, Bylaws, Corporate Governance Guidelines, Board committee charters, Shareholder Communication Procedures, Codes of Business Conduct and Ethics and Insider Trading Policy. You can access these documents at www.darden.com under Investor RelationsInvestors — Corporate Governance to learn more about the framework for our corporate governance practices. Copies are also available in print, free of charge, to any shareholder upon written request addressed to our Corporate Secretary.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that specifically address the Company’s key governance practices and policies. The Nominating and Governance Committee of the Board oversees governance issues and recommends changes to the Company’s governance guidelines, policies and practices as appropriate. Our Corporate Governance Guidelines cover many important topics, including:

•

Director responsibilities;

•

Director qualification standards;

•

Director independence;

•

Director access to senior management and independent advisors;

•

Director compensation;

•

Director orientation and continuing education;

•

Codes of Business Conduct and Ethics;

•

Risk oversight;

•

Related party transactions;

•

Approval of CEO and senior management succession plans;

•

Annual compensation review of CEO and executive officers;

•

Human capital management and risks related thereto;

•

An annual evaluation in executive session of the CEO by the independent directors, led by the Chairman of the Compensation Committee; and

10    Darden Restaurants, Inc.

We do not have a “classified board” or other system where directors’ terms are staggered; instead, our full Board is elected annually. The Company’s Bylaws provide that in an uncontested election, each director will be elected by a majority of the votes cast; provided that, if the election is contested, the directors will be elected by a plurality of the votes cast. In an uncontested election, if a nominee for director who is a director at the time of election does not receive the vote of at least the majority of the votes cast at any meeting for the election of directors at which a quorum is present, the director will promptly tender his or her resignation to the Board and remain a director until the Board appoints an individual to fill the office held by such director.

The Nominating and Governance Committee will recommend to the Board whether to accept or reject the tendered resignation or whether other action should be taken. The Board is required to act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision and the rationale within 90 days from the date of certification of the election results. If a director’s resignation is not accepted by the Board, such director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill the vacancy or decrease the size of the Board. To be eligible to be a nominee for election or reelection as a director of the Company, a person must deliver to our Corporate Secretary a written agreement that he or she will abide by these requirements.

Under our Bylaws, the Board will consist of not less than three nor more than fifteen members as determined from time to time by resolution of the Board. Currently, theThe Board currently consists of eightten members, allnine of whom have agreed to stand for reelectionre-election at the 20202023 Annual Meeting.

The Company’s Corporate Governance Guidelines provide that the positions of Chairman of the Board and CEO may, in the judgment of the Board, be combined, and if the Chairman position is held by separate persons and that the position of Chairman be held by anCEO or another non-independent director, then the independent director.directors will choose a Lead Independent Director from among the independent directors. The Board believes that separatingthe decision as to whether the same person should serve in the roles of Chairman and CEO allows for better alignmentshould be made by the Board, from time to time, in its business judgment after considering the relevant factors, including the specific needs of corporate governance with shareholder interests and aids in the Board’s oversight of managementbusiness and the Board’s ability to carry out its roles and responsibilities on behalfbest interests of the shareholders. In December 2021, the Board voted to separate the roles of Chairman and CEO and elected Eugene I. Lee, Jr., who had been serving in both of those roles at the time, to serve as the Executive Chairman of the Board effective May 30, 2022 and the Board elected Ricardo Cardenas to serve as President and CEO and as a member of the Board of Directors, also effective May 30, 2022. As of September 21, 2022, Mr. Lee retired from employment at the Company and the Board of Directors elected Mr. Lee to serve as Chairman of the Board on that date. Charles M. Sonsteby, who had served as Chairman from April 2016 to December 2020, was elected to serve as Lead Independent Director in December 2020 and continues in that role to this date. As Lead Independent Director, Mr. Sonsteby, along with the other independent non-employee directors, brings experience, oversight and expertise from outside the Company and industry, while our Chairman, Mr. Lee, brings Company and industry-specific experience and expertise, including 7 years as CEO of the Company. Our President and CEO, Mr. Cardenas brings a long history of Company management experience in areas including finance,

2023 Proxy Statement    13

Our Compliance and Ethics Office (Compliance Office), with the support of our management and Board, aims to ensure that all of our employees, business partners, franchisees and suppliers adhere to high ethical business standards, and is under the direction of our Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary. At the core of the Compliance Office is ourDarden’s Code of Conduct that applies to all Company employees (Employee Code of Conduct). We also have a Code of Ethics for CEO and Senior Financial Officers (CEO and Senior Financial Officer Code of Ethics) that highlights specific responsibilities of our CEO and senior financial officers, and a Code of Business Conduct and Ethics for Members of the Board of Directors (the Board Code of Conduct, and together with the Employee Code of Conduct and the CEO and Senior Financial Officer Code of Ethics, our Codes of Business Conduct and Ethics). A major objective of the Compliance Office is to educate and raise awareness of our Employee Code of Conduct, applicable regulations, and related policies. Our Codes of Business Conduct and Ethics are posted on our website at www.darden.com under Investor RelationsInvestors — Corporate Governance. We require all of our officers, director-level employees, and certain other employees to complete an annual training course and certification regarding compliance with the Employee Code of Conduct and other Company policies. Any amendment to, or waiver of, the Codes of Business Conduct and Ethics as they relate to a member of the Board of Directors, the CEO, the Chief Financial Officer, any senior financial officer or any executive officer listed in the “Stock Ownership of Management” table on p. 25section of this Proxy Statement will be disclosed promptly by posting such amendment or waiver on our website at www.darden.com under Investor RelationsInvestors — Corporate Governance.

We promote ethical behavior by encouraging our employees to talk to supervisors or other personnel when in doubt about the best course of action in a particular situation. To encourage employees to raise questions and report possible violations of laws or our Codes of Business Conduct and Ethics, we will not allow retaliation for reports made in good faith. We also provide a confidential hotline to allow employees to confidentially and anonymously report concerns regarding questionable accounting behavior. We are also committed to promoting compliance and ethical behavior by the third parties with whom we conduct business and have implemented Codes of Business Conduct that are acknowledged by our international franchisees and certain suppliers.

16    Darden Restaurants, Inc.

Our Board of Directors currently has eightten members, and each director stands for election every year. As discussed above, on June 20, 2023, Mr. Lee informed the Board that he would be not standing for re-election and is retiring from the Board of Directors at this meeting. Also on June 20, 2023, the Board resolved that upon Mr. Lee’s retirement, the number of directors will be reduced to nine. The Nominating and Governance Committee believes that an eighta nine member Board of Directors is currentlywill be appropriate for Darden. In keeping with good governance practices, the Board will continue to seek a diversity of talent and experience to draw upon and to ensure its ability to appropriately staff committees of the Board. The Board also will continue to self-evaluate and to consider various matters as to its size. As appropriate, the Board may determine to increase or decrease its size, including in order to accommodate the availability of an outstanding candidate.

The following eightnine director nominees are standing for election at this 20202023 Annual Meeting of Shareholdersto hold office until the 20212024 Annual Meeting of Shareholders or until their successors are elected and qualified. All were nominated at the recommendation of our Nominating and Governance Committee and all have previously served on the Board. Each of the director nominees has consented to being named in this Proxy Statement and to serve as a director if elected. If a director nominee is not able to serve, proxies may be voted for a substitute nominated by the Board. However, we do not expect this to occur.

20    Darden Restaurants, Inc.

The following information is as of the date of this Proxy Statement. Included is information provided by each nominee, such as his or her age, all positions currently held, principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. In addition to the specific information presented below regarding the experience, qualifications, attributes and skills that led our Board to the conclusion that the nominee should serve as a director, we also believe that each of our director nominees has a reputation for integrity, honesty and adherence to high ethical standards. Darden’s mission is to be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal. This mission is supported by our core values of integrity and fairness, respect and caring, inclusion and diversity, always learning – always teaching, being “of service,” teamwork and excellence. As noted in our Corporate Governance Guidelines, our directors should reflect these core values, possess the highest personal and professional ethics, and be committed to representing the long-term interests of our shareholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment.

Board Summary

9 Nominees

Our Board’s composition reflects our core value of inclusion and diversity along many metrics of diversity, reflecting racial and ethnic diversity, gender diversity and a wide diversity of areas of expertise and experience, as reflected in the graphics below.

Independence		Racial/Ethnic Diversity		Gender Diversity		Tenure

2023 Proxy Statement    21