Darden Restaurants DRI
The three reasons
- 1
Starboard's REIT math inflates multiples by ~4x turns through flawed peer selection and LTM vs. forward mismatch
- 2
REIT spin plus $300-375M friction costs would destroy ~$270M of value and trigger credit downgrade
- 3
Specialty Restaurants separation risks ~$500M value destruction and the $2.20 annual dividend
Primary demands
- Vote the BLUE proxy card FOR ALL of Darden's director nominees
- Reject Starboard's proposed full board turnover
- Reject REIT spin-off / sale-leaseback as value-destructive
- Reject separation of Specialty Restaurants from Darden
- Reject wholesale refranchising of Darden brands
KPIs cited
Pattern membership
Where this document fits across the library's 12 rhetorical / structural patterns.
Notable slides (7)
Notes
Management rebuttal deck from Darden defending against Starboard's 294-page 'Primer' and proxy campaign. Structured as a point-by-point analytical takedown of Starboard's REIT, Specialty Restaurants separation, and refranchising proposals. Deck is textbook 'activist defense' playbook: side-by-side 'Starboard Assumptions vs. Our Detailed Assumptions' tables, peer-set quality attacks, friction-cost disclosure, and dividend-threat framing. Closing ask on p.4 is explicit: vote the BLUE card. No new strategic vision offered — purely defensive. Darden ultimately lost this proxy fight in Oct 2014; all 12 board seats went to Starboard. Useful specimen of the incumbent-board defensive genre.