Pizza Hut 2008 Annual Report Download - page 101

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Kentucky 40213 by December 8, 2009. The proposal should be sent to the attention of Corporate
Secretary.
Under our By-laws, certain procedures are provided that a shareholder must follow to nominate
persons for election as directors or to introduce an item of business at an Annual Meeting of Shareholders.
These procedures provide that nominations for director nominees and/or an item of business to be
introduced at an Annual Meeting of Shareholders must be submitted in writing to our Corporate Secretary
at our principal executive offices. We must receive the notice of your intention to introduce a nomination
or to propose an item of business at our 2010 Annual Meeting no later than 90 days in advance of the 2010
Annual Meeting if it is being held within 30 days before or after the anniversary of the date (May 21, 2009)
of this year’s Meeting. For any other meeting, the nomination or item of business must be received by the
tenth day following the date of public disclosure of the date of the meeting.
Our Annual Meeting of Shareholders is generally held on the third Thursday of May. Assuming that
our 2010 Annual Meeting is held on schedule, we must receive notice of your intention to introduce a
nomination or other item of business at that meeting by February 22, 2010.
The nomination must contain the following information about the nominee:
• name;
• age;
• business and residence addresses;
• principal occupation or employment;
• the number of shares of common stock beneficially owned by the nominee;
• a description of all arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to which the
nomination(s) are to be made by such shareholder;
• a representation that such shareholder intends to appear in person or by proxy at the Annual
Meeting to nominate the persons named in its notice;
Proxy Statement
• the information that would be required under the rules of the SEC in a proxy statement soliciting
proxies for the election of such nominee as a director; and
• a signed consent of the nominee to serve as a director of the Company, if elected.
Notice of a proposed item of business must include:
• a brief description of the substance of, and the reasons for conducting, such business at the Annual
Meeting;
• the shareholder’s name and address as they appear on our records;
• the number of shares of common stock beneficially owned by the shareholder (with supporting
documentation where appropriate);
• any material interest of the shareholder in such business;
• a description of all arrangements or understandings between such shareholder and any other person
or persons (including their names) in connection with the proposal of such business by such
shareholder and any material interest of such shareholder in such business; and
• a representation that such shareholder intends to appear in person or by proxy at the Annual
Meeting to bring such business before the meeting.
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