Starboard Asks Darden for Investor Meeting on Red Lobster

Starboard Value LP asked Darden Restaurants Inc. (DRI) to hold a special shareholder meeting where the fund will present a resolution asking the company not to spin off or sell Red Lobster before its annual meeting, unless investors approve a deal.

Holders of more than 55 percent of the restaurant chain’s stock asked for the meeting in a letter the New York-based fund delivered to Darden, Starboard said in a statement yesterday.

“We have chosen to deliver the consents to Darden now in order to ensure that the special meeting is held as soon as possible and that Darden receives the strong and clear message that shareholders want a say on any transaction to separate Red Lobster,” Starboard Chief Executive Officer Jeff Smith said in the statement.

Darden’s plan to spin off Red Lobster is “just a bad idea” that would create an underperforming stock and deprive the parent company of almost half of its real estate, Smith said earlier yesterday at the Active-Passive Investor Summit in New York. He reiterated Starboard’s proposal that Darden instead slash operating costs and unlock value in its real estate via a sale or real-estate investment trust transaction.

Darden will address Starboard’s request for a special meeting “as appropriate,” it said in a separate statement.

“Shareholders have told us that while they may support the calling of a special meeting, they have not decided on how they will vote at the meeting itself,” Darden said.

Spinoff Pursuit

The restaurant chain said it will continue discussions with shareholders and reiterated that its pursuit of a separation of Red Lobster through a sale or spinoff is in the best interest of investors.

Starboard disclosed a stake in Darden in December, joining Barington Capital Group LP in saying that the company’s proposal to separate the Red Lobster chain is inadequate for investors. Starboard, which owns 5.5 percent of the casual-dining company, estimates that Darden’s real-estate holdings are worth about $4 billion.

Shares of Orlando, Florida-based Darden gained 3.5 percent to $49.87 at the close in New York yesterday. They’ve declined 8.3 percent this year.

To contact the reporter on this story: Ben Livesey in San Francisco at blivesey@bloomberg.net

To contact the editors responsible for this story: Cecile Daurat at cdaurat@bloomberg.net Ben Livesey, Anne Reifenberg

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