Pizza Hut 2010 Annual Report Download - page 42
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9MAR201101381779
ITEM 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION
(Item 3 on the Proxy Card)
What am I voting on?
As required by SEC rules, we are asking shareholders to approve, on an advisory, non-binding basis,
the 2010 compensation awarded to the Company’s named executive officers as described in the ‘‘Executive
Compensation’’ section of this proxy statement, beginning on page 30.
Our goal is to provide an executive compensation program that attracts, rewards and retains the
talented leaders necessary to enable our Company to succeed in the highly competitive market, while
maximizing shareholder returns. We believe that our compensation program, which ties a significant
portion of pay to performance, provides a competitive compensation package to our executives and utilizes
components that best align the interests of our executives with those of our shareholders. We believe this
approach, which has been in place for many years, has made our management team a key driver in the
Company’s strong performance over both the long and short term.
Shareholders are urged to read the Compensation Discussion and Analysis section of this proxy
statement, beginning on page 30, as well as the Summary Compensation Table and related compensation
tables and narratives, which discuss in detail how our compensation policies and procedures operate and
are designed to meet our compensation goals.
Accordingly, we ask our shareholders to vote on the following resolution at the Annual Meeting:
RESOLVED, that the shareholder approve the compensation awarded to our named executive
officers, as disclosed pursuant to SEC rules, including the Compensation Discussion and Analysis, the
compensation tables and related materials included in this proxy statement.
What vote is required to approve this proposal?
Approval of this proposal requires the affirmative vote of a majority of shares present in person or
represented by proxy and entitled to vote at the Annual Meeting. While this vote is advisory and
non-binding on the Company, the Board of Directors and the Management Planning and Development
Proxy Statement
Committee will review the voting results and consider shareholder concerns in their continuing evaluation
of the Company’s compensation program.
What is the recommendation of the Board of Directors?
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE FOR APPROVAL OF THIS PROPOSAL.
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