Pizza Hut 2008 Annual Report Download - page 23

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May shareholders ask questions?
Yes. Representatives of the Company will answer shareholders’ questions of general interest following
the meeting. In order to give a greater number of shareholders an opportunity to ask questions, individuals
or groups will be allowed to ask only one question and no repetitive or follow-up questions will be
permitted.
How many votes must be present to hold the meeting?
Your shares are counted as present at the meeting if you attend the meeting in person or if you
properly return a proxy by Internet, telephone or mail. In order for us to conduct our meeting, a majority
of the outstanding shares of YUM common stock, as of March 23, 2009, must be present in person or
represented by proxy at the meeting. This is referred to as a quorum. Abstentions and broker non-votes
will be counted for purposes of establishing a quorum at the meeting.
How many votes are needed to elect directors?
You may vote ‘‘FOR’’ each nominee or ‘‘AGAINST’’ each nominee, or ‘‘ABSTAIN’’ from voting on
one or more nominees. Unless you mark ‘‘AGAINST’’ or ‘‘ABSTAIN’’ with respect to a particular nominee
or nominees or for all nominees, your proxy will be voted ‘‘FOR’’ each of the director nominees named in
this proxy statement. In an uncontested election, a nominee will be elected as a director if the number of
‘‘FOR’’ votes exceeds the number of ‘‘AGAINST’’ votes. Abstentions will be counted as present but not
voted. Full details of the Company’s majority voting policy are set out in our Corporate Governance
Principles at www.yum.com/governance/principles.asp and at page 11 under ‘‘What other Significant Board
Practices does the Company have?—Majority Voting Policy.’’
How many votes are needed to approve the other proposals?
Each of the Company’s proposals and the shareholder proposals will be considered separately. The
approval of the Executive Incentive Compensation Plan and ratification of the selection of KPMG LLP as
our independent auditors, and the shareholder proposals must receive the ‘‘FOR’’ vote of a majority of the
shares, present in person or represented by proxy, and entitled to vote at the meeting. For each of these
Proxy Statement
items, you may vote ‘‘FOR’’, ‘‘AGAINST’’ OR ‘‘ABSTAIN.’’ Abstentions will be counted as shares present
and entitled to vote at the meeting. Accordingly, abstentions will have the same effect as a vote
‘‘AGAINST’’ the proposals. Broker non-votes will not be counted as shares present and entitled to vote
with respect to the particular matter on which the broker has not voted. Thus, broker non-votes will not
affect the outcome of any of these proposals.
What if other matters are presented for consideration at the Annual Meeting?
As of the date of this proxy statement, our management knows of no matters that will be presented for
consideration at the meeting other than those matters discussed in this proxy statement. If any other
matters properly come before the meeting and call for a vote of shareholders, validly executed proxies in
the enclosed form returned to us will be voted in accordance with the recommendation of the Board of
Directors, or, in the absence of such a recommendation, in accordance with the judgment of the proxy
holders.
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