Why You Were Sent This Solicitation Statement Starboard Value LP ("Starboard") and the other participants in this solicitation (collectively, "Starboard," "our," or "we") are the beneficial owners of an aggregate of 7,253,818 shares of common stock, no par value per share (the "Common Stock"), of Darden Restaurants, Inc. ("Darden" or the "Company"), representing approximately 5.5% of the Company's outstanding shares and making us one of the Company's largest shareholders since the filing of our initial Schedule 13D with the SEC on December 23, 2013. On December 19, 2013, the Company announced a proposed separation of the Company's Red Lobster business through an expected spin-off. The Company stated in its December 19, 2013 press release that the contemplated Red Lobster separation will not require shareholder approval and that it expects to close the separation transaction in early fiscal 2015, which begins May 26, 2014.