Pizza Hut 2010 Annual Report Download - page 43

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ITEM 4: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE
ON EXECUTIVE COMPENSATION
(Item 4 on the Proxy Card)
What am I voting on?
As required by SEC rules, we are asking shareholders to vote, on an advisory, non-binding basis, on
how frequently we should present to shareholders the advisory vote on executive compensation. SEC rules
require the Company to submit to a shareholder vote at least once every six years whether advisory votes
on executive compensation should be presented every one, two or three years.
After careful consideration of the frequency alternatives and the expression of views the Company has
received from shareholders on this matter, the Board believes that a one year frequency for conducting an
advisory vote on executive compensation is appropriate for the Company and its shareholders at this time.
Shareholders will specify one of four choices for this proposal on the proxy card: one year, two years,
three years or abstain. While this vote is advisory and non-binding on the Company, the Board of Directors
and the Management Planning and Development Committee will carefully consider the outcome of the
vote, among other factors, when making future decisions regarding the frequency of advisory votes on
executive compensation.
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.
What is the recommendation of the Board of Directors?
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE ONE YEAR ON THE FREQUENCY FOR CONDUCTING THE ADVISORY VOTE
ON EXECUTIVE COMPENSATION.
Proxy Statement
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