Pizza Hut 2009 Annual Report Download - page 34

21MAR201012032
MATTERS REQUIRING SHAREHOLDER ACTION
ITEM 1: ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
Who are this year’s nominees?
The twelve (12) nominees recommended by the Nominating and Governance Committee of the Board
of Directors for election this year to hold office until the 2011 Annual Meeting and until their respective
successors are elected and qualified are provided below. The biographies of each of the nominees below
contains information regarding the person’s service as a director, business experience, director positions
held currently or at any time during the last five years, information regarding involvement in certain legal
or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that
caused the Nominating and Governance Committee and the Board to determine that the person should
serve as a director for the Company until 2011. In addition to the information presented below regarding
each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion
that he or she should serve as a director, we also believe that all of our director nominees have a reputation
for integrity, honesty and adherence to high ethical standards. They each have demonstrated business
acumen and an ability to exercise sound judgment, as well as a commitment of service to YUM and our
Board. Finally, we value their significant experience on other public company boards of directors and
board committees.
Information about the number of shares of common stock beneficially owned by each director appears
below under the heading ‘‘Stock Ownership Information.’’ See also ‘‘Certain Relationships and Related
Transactions.’’ There are no family relationships among any of the directors and executive officers of the
Company.
David W. Dorman David W. Dorman has been the Non-Executive Chairman of
Age 56 Motorola, Inc., a communications product company, since May
Director since 2005 2008. From October 2006 to May 2008, he was Senior Advisor and
Non-Executive Chairman, Managing Director to Warburg Pincus LLC, a global private equity
Motorola, Inc. firm. From November 2005 until January 2006, he was President of
Proxy Statement
AT&T, Inc., a company that provides Internet and transaction-
based voice and data services (formerly known as SBC
Communications). He was Chairman of the Board and Chief
Executive Officer of the company previously known as AT&T
Corp. from November 2002 until November 2005. Prior to this, he
was President of AT&T Corp. from 2000 to 2002 and the Chief
Executive Officer of Concert, a former global venture created by
AT&T Corp. and British Telecommunications plc, from 1999 to
2000. Mr. Dorman was Chairman, President and Chief Executive
Officer of PointCast Incorporated from 1997 to 1999. He began his
career in the telecommunications industry in 1981 with Sprint
Corp. Mr. Dorman serves on the boards of CVS Caremark
Corporation and Georgia Tech Foundation. He served as a director
of AT&T Corp. from 2002 to 2006.
Specific qualifications, experience, skills and expertise:
• Operating and management experience, including as chief
executive officer of global telecommunications-related businesses
• Expertise in finance, strategic planning and public company
executive compensation
• Public company directorship and committee experience
• Independent of Company
15