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UPDATE 2-Darden sticks to plan to spin off or sell Red Lobster

* Activist investors Starboard and Barington had wanted shareholder vote

* Darden estimates 3rd-qtr profit 82 cents/shr vs market estimate 93 cents

* Shares fall 3.8 pct premarket

March 3 (Reuters) - Darden Restaurants Inc said it would proceed with its plan to spin off or sell its Red Lobster chain, rebuffing two activist investment firms that had urged the company to take other actions to boost results, including selling real estate.

The largest U.S. operator of full-service restaurants also estimated a third-quarter profit that fell far short of market expectations, blaming severe winter weather for lower sales.

The company's shares were down 3.8 percent in premarket trading on Monday.

Darden's earnings have been suffering as consumers cut spending and competition increases from brands such as Panera Bread Co and Chipotle Mexican Grill Inc.

Darden, which also owns the Olive Garden chain, has come under pressure from Starboard Value LP and Barington Capital Group to rethink its plans for Red Lobster.

Starboard, which owns 5.5 percent of Darden, said last week that Darden's plan to spin off Red Lobster should be delayed and put to a shareholder vote. Barington, which has a stake of about 2 percent, agreed.

Barington wants Darden to split into two companies - one holding its more-mature Olive Garden and Red Lobster brands and the other its higher-growth chains including LongHorn Steakhouse, The Capital Grille, Yard House and Bahama Breeze.

Barington has also urged Darden to consider creating a publicly traded real estate investment trust (REIT) to unlock the value of its property holdings. The hedge fund estimates that Darden's real estate could be worth $4 billion.

Darden said on Monday that its board explored the tax-free spinoff of a REIT and other strategic and financial alternatives with its advisers and determined that the plans announced in December were the best way forward.

The company said it remained on track to execute its plan to separate the Red Lobster business through either a tax-free spinoff to Darden shareholders or a sale.

Darden said the sale process was well underway.

The company also said it expected to earn 82 cents per share from continuing operations for the quarter ended Feb. 23. Analysts on average had expected 93 cents per share, according to Thomson Reuters I/B/E/S.

Lower sales and higher direct costs associated with severe winter weather had reduced earnings by about 7 cents per share in the third quarter, Darden said.

The Orlando-based company estimated that U.S. same-restaurant sales fell 5.4 percent at Olive Garden and 8.8 percent at Red Lobster.

Darden is due to report third-quarter earnings on March 21.

The company's shares closed at $51.06 on the New York Stock Exchange on Friday.