MIAMI, April 22, 2015 /PRNewswire/ -- The following statement is being issued by Akerman LLP regarding the In re Darden Restaurants, Inc. Shareholder Litigation.
IN THE CIRCUIT COURT FOR THE NINTH JUDICIAL CIRCUIT
IN AND FOR ORANGE COUNTY, FLORIDA
TEAMSTERS LOCAL 443 HEALTH SERVICES & INSURANCE PLAN, Plaintiff, v. CLARENCE OTIS JR., MICHAEL W. BARNES, LEONARD L. BERRY, CHRISTOPHER J. FRALEIGH, VICTORIA D. HARKER, DAVID H. HUGHES, CHARLES A. LEDSINGER JR., WILLIAM M. LEWIS JR., CONNIE MACK III, MICHAEL D. ROSE, MARIA A. SASTRE, and WILLIAM S. SIMON, Defendants, and DARDEN RESTAURANTS, Nominal Defendant. Case No. 2014-CA-009926-O
IN RE DARDEN RESTAURANTS, INC. SHAREHOLDER LITIGATION, Case No. 2014-CA-003712-O
SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF SHAREHOLDER ACTIONS, SETTLEMENT FAIRNESS HEARING, AND RIGHT TO APPEAR
TO: (A) ALL PERSONS AND ENTITIES WHO HELD SHARES OF DARDEN RESTAURANTS, INC. ("DARDEN" OR THE "COMPANY") COMMON STOCK AT THE CLOSE OF TRADING ON MARCH 13, 2015 ("CURRENT DARDEN SHAREHOLDERS"); AND (B) ALL PERSONS AND ENTITIES WHO HELD SHARES OF DARDEN COMMON STOCK AT ANY TIME DURING THE PERIOD FROM MARCH 19, 2014 THROUGH AND INCLUDING OCTOBER 13, 2014 (THE "CLASS PERIOD"), EXCLUDING DEFENDANTS, ANY MEMBERS OF THE IMMEDIATE FAMILY OF EACH OF THE INDIVIDUAL DEFENDANTS, AND THE LEGAL REPRESENTATIVES, AGENTS, AFFILIATES, HEIRS, SUCCESSORS-IN-INTEREST, OR ASSIGNS OF ANY SUCH EXCLUDED PARTY (THE "CLASS").1 MEMBERS OF THE CLASS ARE REFERRED TO HEREIN AS "CLASS MEMBERS."
PLEASE READ THIS NOTICE CAREFULLY. YOUR LEGAL RIGHTS WILL BE AFFECTED BY A PROPOSED SETTLEMENT OF THE ABOVE-CAPTIONED SHAREHOLDER LAWSUITS.
YOU ARE HEREBY NOTIFIED that the above-captioned shareholder derivative action, styled Teamsters Local 443 Health Services & Insurance Plan v. Clarence Otis Jr., et al., Case No. 3024-VS-009926-O (the "Shareholder Derivative Action"), and the above-captioned consolidated shareholder class action, styled In re Darden Restaurants, Inc. Shareholder Litigation, Case No. 2014-CA-003712-O (the "Shareholder Class Action," and together with the Shareholder Derivative Action, the "Shareholder Actions"), are pending in the Circuit Court for the Ninth Judicial Circuit in and for Orange County, Florida (the "Court").
YOU ARE ALSO NOTIFIED that plaintiff Teamsters Local 443 Health Services & Insurance Plan ("Plaintiff") has reached a proposed settlement of the Shareholder Actions (the "Settlement") that, if approved, will resolve all claims in the Shareholder Actions.
A hearing will be held on July 8, 2015, at 9:30 a.m., before The Honorable Alice L. Blackwell, Circuit Judge, at the Orange County Courthouse, 425 N. Orange Avenue, Orlando, FL 32801 (the "Settlement Fairness Hearing"). At the Settlement Fairness Hearing, the Court will, among other things: (a) determine whether the certification of the Class should be made final; (b) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable and adequate, and should be approved by the Court; (c) determine whether the Judgments should be entered dismissing the respective Shareholder Actions with prejudice pursuant to the Stipulation; (d) determine whether the application by Lead Counsel for an award of attorneys' fees and Litigation Expenses should be approved; (e) hear and consider any objections to the proposed Settlement or Lead Counsel's application for an award of attorneys' fees and Litigation Expenses; and (f) consider any other matters that may properly be brought before the Court in connection with the proposed Settlement.
If you have not yet received the full printed Notice of Pendency and Proposed Settlement of Shareholder Actions, Settlement Fairness Hearing, and Right to Appear (the "Notice"), you may obtain a copy of the Notice by contacting the Notice Administrator at Darden Shareholder Litigation, c/o GCG, P.O. Box 10178, Dublin, OH 43017-3178. Copies of the Notice can also be downloaded from the website www.gardencitygroup.com or by calling the Notice Administrator toll-free at 1-800-231-1815.
As consideration for the Settlement, among other things, Defendants and the new members of the Darden Board of Directors elected at the 2014 annual meeting of shareholders (the "New Board") agreed to repeal the Bylaw Amendments that Plaintiff alleged improperly impeded the exercise of shareholders' core voting and franchise rights, including amendments that empowered the Chairman of the Board to unilaterally adjourn any shareholder meeting without any notice, declare that no action would be taken on stockholder proposals or on stockholder nominations for the Darden Board if such proposals or nominations were not made in compliance with new disclosure requirements, and the new disclosure requirements themselves. Defendants and the New Board also agreed to repeal the bylaw amendment that empowered the Darden Board of Directors to postpone to an indefinite future date the annual meeting of shareholders to elect directors absent a shareholder lawsuit to compel Darden to hold its annual meeting. Defendants and the New Board further agreed that for a period of two (2) years, the Darden Board of Directors will submit proposed bylaw amendments relating to shareholder nominations and shareholder proposals to a shareholder vote. Moreover, Defendants and the New Board agreed to propose to shareholders changing the Company's charter to eliminate super-majority requirements for calling special meetings of shareholders and the removal of directors. Finally, Defendants and the New Board also agreed to terminate a "shareholder rights plan" or "poison pill" that made it more difficult for a hostile bidder to take over the Company by taking their proposal directly to the shareholders. The specific terms of the Settlement consideration are set forth in the Notice.
Any objections to the proposed Settlement or Lead Counsel's application for an award of attorneys' fees and Litigation Expenses must be filed with the Court and delivered to Lead Counsel and representative counsel for Defendants such that they are received no later than June 23, 2015, in accordance with the instructions set forth in the Notice.
Please note that there is no proof of claim form for shareholders to submit in connection with the Settlement. Also, because the Class was certified as a non-"opt out" class, Class Members do not have the right to exclude themselves from the Class.
Please do not call or write to the Court regarding this notice. All questions, other than requests for the Notice, should be made to Lead Counsel:
Jeroen van Kwawegen, Esq.
Bernstein Litowitz Berger & Grossmann LLP
1285 Avenue of the Americas
New York, NY 10019
Requests for the Notice should be made to the Notice Administrator:
Darden Shareholder Litigation
P.O. Box 10178
Dublin, OH 43017-3178
By Order of the Court
1 All capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings provided in the Stipulation and Agreement of Settlement dated March 13, 2015 (the "Stipulation"). A copy of the Stipulation is available for review at www.gardencitygroup.com.
SOURCE Akerman LLP