Darden's Clarence Otis Stepping Down As Chairman And CEO

(RTTNews) - Darden Restaurants, Inc. (DRI) said Monday that Clarence Otis is stepping down as Chairman and Chief Executive Officer of the company.

The company said its Board of Directors has appointed current Independent Lead Director, Charles Ledsinger, Jr., as Independent Non-Executive Chairman of the Board, effective immediately.

The company also said that it has amended its corporate governance policies to provide for the separation of the Chairman and Chief Executive Officer roles.

To ensure a smooth transition, Otis has agreed to continue serving as Chief Executive Officer of Darden until the earlier of the appointment of his successor or December 31, 2014.

Otis will remain a director of the company, but will not stand for re-election at the 2014 Annual Meeting of Shareholders.

Darden said its Board will initiate a search to identify Otis's successor as CEO. Internal and external candidates will be considered.

Otis joined Darden in 1995. He was appointed Chief Executive Officer of Darden in November 2004 and Chairman of Darden's Board in November 2005.

Separately, Darden said that its Board of Directors expects to nominate nine of its independent directors as the Board's slate of nominees for election at the Annual Meeting of Shareholders to be held on September 30. The Darden Board will continue to be comprised of 12 members until a new Chief Executive Officer is appointed in accordance with the leadership succession plan announced today.

By nominating a slate of nine directors for the 12 available seats at the Annual Meeting, Darden has ensured that at least three of the nominees proposed by Starboard Value L.P. and its affiliates would be elected at the Annual Meeting.

The company also said that it has engaged in settlement discussions with Starboard with respect to Starboard's pending proxy contest but has been unable to reach an agreement with Starboard. The company remains interested in a mutually acceptable resolution.