Employee Stock Purchase Plan (ESPP)

1 Employee Stock Purchase plan ( espp ) 1-14 Questions and 3-7 plan 14-21 PROSPECTUS DARDEN RESTAURANTS, INC. Employee Stock Purchase plan 5,100,000 Shares of Common Stock , without par value This Stock is traded on the New York Stock Exchange under the trading symbol DRI. _____ This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

2 _____ You1 should only rely on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are offering to sell shares of our common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common Stock . DARDEN RESTAURANTS, INC. 1000 Darden Center Drive Orlando, FL 32837 (407) 245-4000 The date of this prospectus is March 1, 2017. 1 The terms you and your as used in this prospectus refer to a Company Employee who meets all of the plan 's eligibility requirements andenrolls in the plan .

3 Receipt of this prospectus does not guarantee that the recipient is in fact a participant under the plan and/or otherwise eligible to enroll in the plan . i TABLE OF CONTENTS PURPOSE OF THE plan .. 1 WHO IS ELIGIBLE TO PARTICIPATE IN THE plan .. 1 HOW THE plan WORKS .. 2 HOW TO ENROLL AND Purchase SHARES .. 2 MAKING CHANGES IN YOUR ELECTIONS .. 3 QUESTIONS AND ANSWERS .. 3 When may I enroll? .. 3 What forms do I need to complete in order to enroll in or withdraw from the plan , or to change my payroll deduction election? .. 3 What are the deadlines for submitting enrollments and making changes to my payroll deduction election? .. 4 What is the deadline for submitting a request to stop payroll deductions and withdraw accumulated cash from the plan ?

4 4 When may payroll deductions begin? .. 4 How long will payroll deductions last, and will they apply to every check I receive? .. 4 If I cease payroll deductions, when may I begin them again? .. 4 What happens if my paycheck does not cover the $10 minimum deduction some weeks? .. 4 What happens to my money during the offering period? .. 5 When are Shares purchased under the plan ? .. 5 What happens if I decide not to buy Shares after enrolling? .. 5 What happens if I am no longer eligible to participate? .. 5 What happens if I terminate employment because of termination, retirement, death or disability? .. 5 How do I designate a beneficiary under the plan ?

5 5 Who will pay for the brokerage commissions, and the recordkeeping and administrative costs associated with the plan ? .. 6 Will I receive a statement of my account? .. 6 May I withdraw from the plan and get actual Stock certificates for the Shares I own?.. 6 After I receive my Stock certificates, how can I make changes to my name on the certificate and whom should I notify regarding an address change or a lost certificate? .. 6 May I sell my Shares? .. 6 May I transfer other Darden Shares I own to the plan and consolidate the recordkeeping? .. 6 As a shareholder will I have voting rights with respect to the Shares in my account? .. 7 Am I entitled to any dividends paid on the Shares in my account?

6 7 May I elect to receive dividends on my Shares in cash rather than reinvesting them in additional Shares? .. 7 What will happen if there is a Stock split? .. 7 How will I know how much income to report on my tax return? .. 7 Could I lose money in the plan ? .. 7 Does our insider trading policy apply to purchases and sales in the plan ? .. 7 FEDERAL INCOME TAX CONSIDERATIONS .. 8 GENERAL INFORMATION .. 9 plan ADMINISTRATION .. 9 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .. 10 FURTHER INFORMATION .. 10 AMENDMENT OR TERMINATION OF THE plan .. 10 INTERNATIONAL PARTICIPANTS .. 11 CANADIAN PARTICIPANTS .. 11 CANADIAN FEDERAL INCOME TAX CONSIDERATIONS.

7 11 1 PURPOSE OF THE plan The purpose of the Darden Restaurants, Inc. Employee Stock Purchase plan (the plan ) is to provide an opportunity for eligible employees of Darden Restaurants, Inc. ( we, us, Company or Darden ) and designated subsidiaries to obtain an ownership interest in Darden through purchases of shares of our common Stock , no par value (the Shares ), as an incentive to promote the profitable growth of Darden. Through the plan , you may: Purchase Shares through payroll deductions and dividend reinvestment; Purchase Shares at a discount from the market price, at either the beginning or the end of eachoffering period, whichever price is lower, without paying brokerage commissions; If you are a Participant, delay taxation on any appreciation of your Shares until you sell them.

8 And Receive favorable tax treatment if you are a Participant and hold your Shares for two or portion of the plan permits the Purchase of Shares through an Employee Stock Purchase plan , within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the Internal Revenue Code ), and to the extent such Shares are purchased through that portion of the plan , it is intended that such portion of the plan be treated as a separate plan which shall comply with Section 423 of the Internal Revenue Code in all respects. Separately, certain provisions of the plan govern the Purchase of Shares other than through the portion of the plan governed by Section 423 of the Internal Revenue Code, and it is intended that such purchases shall not be subject to the requirements of Section 423 of the Internal Revenue Code.

9 See International Participants below for more information. WHO IS ELIGIBLE TO PARTICIPATE IN THE plan Generally, you are eligible to participate in the plan if you have been employed by Darden or by certain of our subsidiaries which have been designated as participating subsidiaries by the Compensation Committee of the Board of Directors (the Committee ). However, you may not participate in the plan if: You have been employed by Darden or one of our subsidiaries for less than one year; You are employed for 20 hours or less per week, based on a bi-annual review of your average hoursduring the preceding six months; You are employed for five months or less in any calendar year; You are subject to Section 16(b) of the Securities Exchange Act of 1934.

10 Or You own, or would own after purchasing Shares under the plan or exercising any other options toacquire Shares, 5% or more of the voting power or value of our you have any questions regarding your eligibility to participate, please contact our Total Rewards Service Center at (888) 374-3343. 2 HOW THE plan WORKS When you enroll in the plan , you authorize us to Purchase Shares for you using your payroll deductions on an after tax basis. Your accumulated payroll deductions will be held by us and will be used to buy whole and fractional Shares on the last trading day of each offering period. Unless otherwise determined by the Committee, each calendar quarter is an offering period under the plan .