13D Monitor Conference Notes: Smith, Hilal, Garden, Robbins, Drapkin

13D Monitor Conference Notes from yesterday’s 13D Monitor Active-Passive Investor Summit : Smith, Hilal, Garden, Robbins, Drapkin, Cunningham and more – slightly informal – please excuse! Also, stay tuned for more coverage from some great upcoming events including Sohn, SALT and more!

13D Monitor

Jeff Smith, Starboard:

-Q: What was the thought process behind replacing the entire board of DRI?

A: “It’s always debate in terms of how much is enough in terms of change…do we go for one seat, two seats, less than majority, or all? Originally we wanted less than majority, but then they gave away Red Lobster – shareholders didn’t want them to do that. Debating between majority and all from our standpoint came down to who was going to be left. Also the mechanics of the board process – if we had gone for a simple majority then you would’ve had holdover board members which can create friction. We determined a better outcome was to replace the whole board.”