Item 2.02 Results of Operations and Financial Condition.
On March 19, 2020 Darden Restaurants, Inc. (the Company) issued a news release
entitled "Darden Restaurants Reports Fiscal 2020 Third Quarter Results; Suspends
Quarterly Dividend; Withdraws its Full Year Financial Outlook For Fiscal 2020;
And Comments On Other Liquidity Matters," a copy of which is furnished as
Exhibit 99.1 to this Current Report on Form 8-K. In addition, the slide
presentation accompanying the Company's conference call will be posted on the
Company's website.
As provided in General Instruction B.2 of Form 8-K, the information in this Item
2.02 in this Current Report on Form 8-K, including Exhibit 99.1, 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 (the Securities Act), except as expressly set
forth by specific reference in such filing.
Creation of a Direct Financial Obligation or an Obligation under an
Item 2.03 Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on October 27, 2017, the Company entered into a Credit
Agreement (the Credit Agreement) with Bank of America, N.A., as administrative
agent, and the lenders (the Lenders) and other agents party thereto. Pursuant to
the Credit Agreement, the Lenders provide the Company with a revolving credit
facility of $750 million subject to certain terms and conditions. The other
material terms of the Credit Agreement were described in the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on November
1, 2017.
On March 17, 2020, the Company provided notice to the Lenders that the Company
would borrow the full $750 million available under the Credit Agreement. The
Company borrowed under the Credit Agreement to secure its liquidity position and
provide financial flexibility given uncertain market conditions as a result of
the COVID-19 outbreak. The Company may use the proceeds from the Credit
Agreement borrowing for working capital, ongoing operating needs and general
corporate purposes.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Item 5.02 Officers.
At the request of the Company's President and Chief Executive Officer, Eugene I.
Lee, Jr., on March 18, 2020, the Board of Directors of the Company (the Board)
approved new compensation arrangements for Mr. Lee. Mr. Lee's base salary will
be reduced to $14,750 annually, effective March 23, 2020. The intention of this
reduction is that Mr. Lee's base salary would equal approximately the amount
necessary to cover Mr. Lee's required contributions to his employment benefits
and related payroll taxes. All other elements of Mr. Lee's compensation remain
unchanged.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
News release dated March 19, 2020 entitled "Darden Restaurants Reports
99.1 Fiscal 2020 Third Quarter Results; Suspends Quarterly Dividend;
Withdraws its Full Year Financial Outlook For Fiscal 2020; And Comments
On Other Liquidity Matters."
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