Pizza Hut 2010 Annual Report Download - page 24

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of the outstanding shares of YUM common stock, as of March 21, 2011, 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 8 under ‘‘What other Significant Board
Practices does the Company have?—Majority Voting Policy.’’
How many votes are needed to approve the other proposals?
The ratification of the selection of KPMG LLP as our independent auditors, the approval of the
compensation of our named executive officers and the approval of the amendment to our Restated
Articles of Incorporation 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 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. With respect to the advisory vote on the frequency of advisory votes on executive compensation,
you may vote ‘‘ONE YEAR’’, ‘‘TWO YEARS’’ or ‘‘THREE YEARS’’, or you may abstain from voting.
The frequency of the advisory vote on executive compensation receiving the greatest number of votes—
‘‘ONE YEAR’’, ‘‘TWO YEARS’’ or ‘‘THREE YEARS’’—will be considered the frequency recommended
by shareholders. Abstentions and broker non-votes will therefore not affect the outcome of this proposal.
Proxy Statement
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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