Pizza Hut 2011 Annual Report Download - page 22

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Your attendance at the Annual Meeting will not have the effect of revoking a proxy unless you notify
our Corporate Secretary in writing before the polls close that you wish to revoke a previous proxy.
Who will count the votes?
Representatives of American Stock Transfer and Trust Company, LLC will count the votes and will
serve as the independent inspector of election.
What if I return my proxy card but do not provide voting instructions?
If you vote by proxy card, your shares will be voted as you instruct by the individuals named on the
proxy card. If you sign and return a proxy card but do not specify how your shares are to be voted, the
persons named as proxies on the proxy card will vote your shares in accordance with the recommendations
of the Board. These recommendations are:
•FOR the election of the eleven (11) nominees for director named in this proxy statement (Item 1);
•FOR the ratification of the selection of KPMG LLP as our independent auditors for the fiscal year
2012 (Item 2);
•FOR the proposal regarding an advisory vote on executive compensation (Item 3); and
•AGAINST the shareholder proposals (Items 4-5).
What does it mean if I receive more than one proxy card?
It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of
these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as
many accounts as possible under the same name and address. Our transfer agent is American Stock
Transfer and Trust Company, LLC, which may be reached at 1(888) 439-4986.
Will my shares be voted if I do not provide my proxy?
Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide
Proxy Statement
the brokerage firm with voting instructions. Brokerage firms have the authority under the New York Stock
Exchange rules to vote shares for which their customers do not provide voting instructions on certain
‘‘routine’’ matters.
The proposal to ratify the selection of KPMG LLP as our independent auditors for fiscal year 2012 is
considered a routine matter for which brokerage firms may vote shares for which they have not received
voting instructions. The other proposals to be voted on at our Annual Meeting are not considered
‘‘routine’’ under applicable rules. When a proposal is not a routine matter and the brokerage firm has not
received voting instructions from the beneficial owner of the shares with respect to that proposal, the
brokerage firm cannot vote the shares on that proposal. This is called a ‘‘broker non-vote.’’
How many votes must be present to hold the Annual Meeting?
Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting in person
or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our Annual
Meeting, a majority of the outstanding shares of YUM common stock, as of March 19, 2012, must be
present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum.
Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual
Meeting.
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