Activist shareholder Starboard Value LP said on Monday that it remained unsatisfied with Darden Restaurants Inc.’s plan to spin off its Red Lobster brand and would try to replace the current board members with its own slate if the company doesn’t propose more extensive alternatives.

In a letter to Darden’s chief executive and board, New York-based Starboard said it had met Jan. 29 with Darden executives at the company’s Orlando, Fla., headquarters, but the investor, which holds 5.5 percent of Darden’s shares, believes more action beyond Red Lobster is required to increase shareholder value.

Starboard has joined another activist investor, New York-based Barington Capital Group LP, in criticizing Darden’s plan to spin off or sell Red Lobster, which it announced in December. In a webinar on Jan. 30, Barington pressed the board of Darden, which also owns the Olive Garden and LongHorn Steakhouse brands, among others, to separate the company’s chairman and chief executive roles as it continued to push for more changes.

Jeffrey C. Smith, Starboard’s managing member, said in Monday’s publicly released letter that Darden’s plan to sell or spin off the 705-unit Red Lobster, which has been targeted for early in the new fiscal year that starts May 26, was “ill-conceived and potentially value destructive.”

If Darden goes through with the spinoff, Smith said, Starboard is “prepared to take all steps necessary to hold the board accountable for its actions, including nominating a majority slate of director candidates and seeking the support of our fellow shareholders to replace a majority of the board at the 2014 annual meeting.”

The annual meeting, where all of Darden’s 12 director seats are elected, is typically held after Darden’s fiscal year ends on the last Sunday in May.

Activist investors Barington, which started pressing the Darden board for changes last September, and Starboard, which joined the battle in December, have urged the casual-dining company to increase shareholder value by separating more brands into a new company and creating a real estate investment trust for owned properties.

Smith said in his letter, “We ask that you and the board take a step back, listen to your shareholders, and do what is right.”

He said Starboard has identified at least four areas for analysis, including: operational improvements and cost reductions; options for a sale of Darden’s real estate holdings or spinoff into a real estate investment trust; a combination of restaurant concepts to be spun off or separated beyond the already announced move with Red Lobster; and other initiatives such as franchising, both domestically and internationally.

Smith called Darden’s stock performance “abysmal over almost any time period” and said the company “has underperformed its closest direct competitors by a shocking 300 percent over the past five years.”

The Starboard manager said the existing board has overseen “dismal” performance and “immediate changes in board composition are absolutely required” to return the company to profitable growth.

For the Nov. 24-ended second quarter, Darden reported a 41.1-percent decline in profit, to $19.6 million, or 15 cents per share, from $33.6 million, or 26 cents per share, in the prior-year period. Revenue rose 4.6 percent, to $2.05 billion, from $1.96 billion in the same period last year. Olive Garden’s U.S. same-store sales declined 0.6 percent and Red Lobster’s fell 4.5 percent.

Darden Restaurants owns and operates more than 2,100 restaurants with more than $8.5 billion in annual sales. In addition to its three largest brands, Red Lobster, Olive Garden and LongHorn Steakhouse, the company also owns Bahama Breeze, The Capital Grille, Eddie V’s Seasons 52 and Yard House brands.

Contact Ron Ruggless at ronald.ruggless@penton.com.
Follow him on Twitter: @RonRuggless