Investor presses Darden to separate chairman, CEO roles

Activist investor Barington Capital Group LP pressed the board of Darden Restaurants Inc. on Thursday to separate the company’s chairman and chief executive roles as it continued to push for more changes at the Red Lobster-Olive Garden parent.

Clarence Otis has held both titles at Orlando, Fla.-based Darden since 2005, and his management offered a plan in December to sell or spin off of the 705-unit Red Lobster chain.

Barington, which represents more than 2 percent of Darden shares, and New York-based Starboard Value LP, which holds about 5.5 percent of shares, have offered plans that they say would increase shareholder value by separating more brands into a new company and creating a real estate investment trust for owned properties.

In a Thursday webinar presenting its proposal, Barington’s co-founder James Mitarotonda, who is also chairman and chief executive of New York-based firm, said, “In light of recent developments at Darden, we think that it is extremely important that the board have an independent chairman to protect shareholder interests, particularly in connection with any restructuring of the company.”

Darden’s board should immediately appoint an independent chairman, Mitarotonda said, “someone that is independent of the company and its management team.” He added, “We continue to remain hopeful that Mr. Otis will reconsider the points we have raised and therefore are reserving judgment on whether he should remain CEO.”

Darden has stood by its plan for Red Lobster, saying last week in a statement that “while we appreciate the views of our shareholders, we have completed a comprehensive evaluation of alternatives available to enhance shareholder value….”

Mitarotonda said Darden has three areas where it could enhance shareholder value, including real estate, expense reduction and improved operations. The real estate portfolio, he said, is “incredibly valuable,” noting that Darden has 1,048 fully owned locations and 802 locations on-ground leases where it owns the buildings.

“It appears Darden has been a poor steward of these assets over the past five years, as indicated by the company’s disappointing financial and share-price performance,” Mitarotonda said. “We also believe the company has a bloated infrastructure and that the value of its real estate assets is not fully reflected in Darden’s share price.”

August Black, a senior adviser to Barington on the Darden proposals, said Darden’s management was “bloated and bureaucratic,” and its unit performance was below its casual-dining peers.

Mitarotonda said acquisitions like Yard House in July 2012 took focus away for Darden management. “We believe that these acquisitions have distracted management from providing Red Lobster and Olive Garden with the attention that they required,” he said. “Darden has become, in our view, too complex and unwieldy of a company to compete with its more focused and nimble competitors.”

He added that Barington found it “shocking” that in the past seven years

Darden’s management team spent an estimated $3.8 billion in capital to generate an incremental $270 million in earnings before interest, taxes, depreciation and amortization.

Mitarotonda said he welcomed the pressure on Darden from fellow activist investor Starboard Value. “We are encouraged by the fact that another experienced investor has independently studied Darden and come to the same basic conclusions as we have,” he said.

Both firms sought the creation of a real estate investment trust. Barington sought a spinoff of Red Lobster and Olive Garden into a separate company of “mature brands,” while Starboard urged a new firm with Red Lobster, Olive Garden and LongHorn Steakhouse.

Mitarotonda said on the webinar, “We are convinced there is a huge opportunity now for Mr. Otis to create significant long-term value for the shareholders and leave an enduring legacy. … We appreciate that Mr. Otis recognizes the status quo is not working and that change is necessary.”

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.

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 [email protected].
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