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Darden Restaurants Inc (DRI): Jeff Smith Exits Successful Activist Campaign; Starboard Trims Stake

According to a newly-amended 13D filing, Jeff Smith‘s Starboard Value has trimmed its exposure to Darden Restaurants, Inc. (NYSE:DRI) to 6.62 million shares, which account for 5.2% of the company’s stock, from 6.68 million shares reported in an earlier filing. In addition, the investor announced Jeff Smith’s resignation from the position of Chairman and board member, in order to respond to other duties. Jeff Smith was the company’s Chairman more than a year and he is going to be replaced by ndependent director Charles M. Sonsteby, who was voted as the new Chairman of the board.

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Around a year and a half ago, after a long proxy fight, Starboard managed to oust the entire board of directors of Darden Restaurants, Inc. (NYSE:DRI) after having criticized the company for the sale of the Red Lobster chain and other actions. The fund managed to come up with new plans for the company, including the spin-off of its real estate assets. It was one of Starboard’s most widely-discussed activist campaigns and one of the most successful, which led to a 25% growth of Darden’s stock.

Recently, Smith and Starboard embarked on a campaign against the board of directors of Yahoo! as well against CEO Marissa Mayer, who didn’t succeed in turning around the company’s struggling core business.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
STARBOARD VALUE 6,615,000 6,615,000 6,615,000 6,615,000 6,615,000 5.2%
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 1,441,694 6,615,000 1,441,694 6,615,000 1,441,694 1.1%
STARBOARD VALUE AND OPPORTUNITY S 329,794 6,615,000 329,794 6,615,000 329,794 Less than 1%
STARBOARD VALUE AND OPPORTUNITY C 180,772 180,772 180,772 Less than 1%
STARBOARD VALUE R 180,772 180,772 180,772 Less than 1%
STARBOARD VALUE R GP 180,772 180,772 180,772 Less than 1%
STARBOARD LEADERS DELTA 1,965,468 1,965,468 1,965,468 1.5%
STARBOARD LEADERS FUND 1,965,468 1,965,468 1,965,468 1.5%
STARBOARD VALUE A 1,965,468 1,965,468 1,965,468 1.5%
STARBOARD VALUE A GP 1,965,468 1,965,468 1,965,468 1.5%
STARBOARD VALUE GP 6,615,000 6,615,000 6,615,000 5.2%
STARBOARD PRINCIPAL CO 6,615,000 6,615,000 6,615,000 5.2%
STARBOARD PRINCIPAL CO GP 6,615,000 6,615,000 6,615,000 5.2%
JEFFREY C. SMITH 9,475 9,475 6,624,475 5.2%
MARK R. MITCHELL 6,320 6,320 6,615,000 5.2%
PETER A. FELD 6,621,320 5.2%
Jeffrey Smith
Jeffrey Smith
Starboard Value LP

Page 1 of 26 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 20)1
Darden Restaurants, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
237194105
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977
 
STEVE WOLOSKY, ESQ.
OLSHÂN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)
April 5, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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