May 14 Activist investor Starboard Value LP accused Darden Restaurants Inc of trying to disenfranchise shareholders by delaying holding a special meeting to vote on a proposal to halt plans to spin off or sell its struggling Red Lobster seafood chain.
Starboard, which owns 5.5 percent of Darden, has said it does not think the time is right for a sale, which it believes could destroy up to $800 million of shareholder value.
The New York-based investor said last month that it had received and passed on to Darden written requests representing about 55.5 percent of Darden outstanding shares asking for a special meeting to vote on Starboard's proposal.
Starboard said its impression that Darden was trying to delay holding a meeting followed comments it said were made by Darden's vice president of investor relations, Matthew Stroud.
Stroud, Starboard said, had told a group of investors last week that the company was on a timetable to complete a sale or spinoff of Red Lobster in June or July.
Starboard also alleged that Stroud had told the group that Darden could delay calling the requested special meeting by as much as 60 days from the date of certification of the written requests, and that it was not required to hold the special meeting thereafter for an additional 60 days.
Starboard argued Stroud's statements were inconsistent with Florida law, which states that the initial 60 days to call the special meeting starts when the written requests are delivered, not certified.
"Mr. Stroud's statements have heightened Starboard's concerns that the company may now be seeking to hurry through a sale of Red Lobster before holding the special meeting," Starboard said in a statement on Wednesday.
Darden spokesman Rich Jeffers said in an emailed statement on Wednesday that the company would announce additional details regarding the special meeting as appropriate.
Darden shares were down 1 percent at $50.35 in early trading on the New York Stock Exchange on Wednesday. (Reporting by Siddharth Cavale in Bangalore; Editing by Ted Kerr)