UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





FORM 10-K/A


(Amendment No. 1)


(Mark One)


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended May 28, 2017


OR


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto


Commission File Number: 1-13666


DARDEN RESTAURANTS, INC.


(Exact name of Registrant as specified in its charter)


Florida59-3305930(State or other jurisdiction ofincorporation or organization)(IRS Employer Identification No.)1000 Darden Center Drive, Orlando, Florida32837(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (407) 245-4000


Securities registered pursuant to Section 12(b) of the Act:


Title of each className of each exchange on which registeredCommon Stock, without par valueNew York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes x No  ̈


Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.   Yes  ̈ No x


Indicate by check mark if the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No  ̈


Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).     Yes x No  ̈


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filerxAccelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyoEmerging growth companyo


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ̈


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ̈ No x


The aggregate market value of Common Stock held by non-affiliates of the Registrant based on the closing price of $74.95 per share as reported on the New York Stock Exchange on November 25, 2016, was approximately: $7,059,180,000.


Number of shares of Common Stock outstanding as of May 28, 2017: 125,418,175 (excluding 1,263,682 shares held in the Company’s treasury).


DOCUMENTS INCORPORATED BY REFERENCE


Portions of the Registrant’s Proxy Statement for its Annual Meeting of Shareholders on September 21, 2017, to be filed with the Securities and Exchange Commission no later than 120 days after May 28, 2017, are incorporated by reference into Part III of this Report.








---










Explanatory Note


Darden Restaurants, Inc. filed its Annual Report on Form 10-K for the fiscal year ended May 28, 2017 with the Securities and Exchange Commission on July 21, 2017 (the Original Form 10-K). This Amendment No. 1 is being filed in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, for the sole purpose of correcting an administrative error in the content of Exhibit 24 to the Original Form 10-K. This Amendment No. 1 does not amend or otherwise update any other information in the Original Form 10-K.














---










SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





DARDEN RESTAURANTS, INC.Dated:July 26, 2017By:/s/ Ricardo CardenasRicardo CardenasSenior Vice President and Chief Financial Officer(Principal financial officer)











---










EXHIBIT INDEXExhibitNumberTitle24Power of Attorney.31(a)Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31(b)Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.