As one of the world's largest casual dining companies with more than 1,700 restaurants, Darden utilizes commodities including palm oil, soy, beef, and pulp/paper, which are leading drivers of deforestation globally.

Deforestation is responsible for approximately 10 percent of global anthropogenic greenhouse gas emissions and contributes to biodiversity loss, soil erosion, disrupted rainfall patterns, land conflicts, and forced labor. Commercial agriculture accounts for over 80 percent of tropical deforestation, 1 half of which is illegal. The Intergovernmental Panel on Climate Change states restoring landscapes and forests as one of the most cost-effective ways to combat change.

In their 2020 10-K, Darden acknowledged climate as a risk and began integrating GHG reporting in 2019 through the GHG protocol 2 . Darden claims to “view conservation efforts at our restaurants as the first line of action in managing climate risks and resource volatility”; however, Darden lacks Scope 3 emissions reduction targets and comprehensive policies for forest-risk commodities representing the vast majority of its carbon footprint. Darden does not report forest data to third party platforms, which investors use to understand a company’s management of forest-related risks.

Over 450 companies, including Darden’s competitors: McDonald’s, Yum! Brands, Chipotle, and others, have committed to eliminate deforestation within their supply chains, and reduce emissions throughout their full value chains. Consumer-facing brands have dropped or suspended procurement contracts with suppliers that have failed to comprehensively mitigate deforestation risk and face increasing pressure from NGOs. Failure to keep pace with market conditions could pose risks to Darden, including restricted market access, damage to its brand value, and supply chain disruption. Darden has not responded to shareholder attempts to dialogue on this issue.

Resolved: Shareholders request that Darden issue a report, at reasonable cost and omitting proprietary information, by March 31, 2022 assessing if and how it could increase the scale, pace, and rigor of its efforts to eliminate deforestation in its supply chains.

Supporting Statement: Proponents defer to management’s discretion, but believe meaningful indicators in such disclosure could include: ● Disclosing evidence of proactive implementation efforts, such as commodity-specific time-bound plans, verification processes, and supplier non-compliance protocols. ● Reporting annually on Darden’s website and third-party platforms, such as RSPO and CDP Forests, progress toward no-deforestation policies for all relevant commodities in its global operations, including percentage of commodities purchased that are certified and traceable to farm or plantation and percentage of suppliers in compliance with Darden policies.

1 https://www.cdp.net/en/investor/sector-research/consumer-goods-report-2019

2 https://s2.q4cdn.com/922937207/files/doc_financials/2020/q4/Darden-FY20-Annual-Report-on-10-K-FINAL.pdf

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