The hedge fund Starboard Value on Tuesday won consent from 54 percent of Darden shareholders to call a special meeting, sources familiar with the issue told CNBC. That gives the restaurant company a 60-day deadline to call the meeting and consider a nonbinding shareholder proposal.
Darden shares rallied after the news. Starboard is run by activist investor Jeffrey Smith, who has been waging a public campaign to keep Darden from spinning off its Red Lobster restaurants into a stand-alone company.
Read MoreStarboard wants to put Darden's Red Lobster spinoff plan to vote
The news came about an hour after Smith told CNBC that such a spin off could wipe out hundreds of millions of dollars in value and that Darden's CEO should be on the "hot seat" for considering such a strategy.