Pizza Hut 2011 Annual Report Download - page 23

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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/investors/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 approval of each of the two shareholder proposals must
receive the ‘‘FOR’’ vote of a majority of the shares, present in person or represented by proxy, and entitled
to vote at the Annual 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 Annual 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.
When will the Company announce the voting results?
The Company will announce the voting results of the Annual Meeting on a Current Report on
Form 8-K within four business days of the Annual Meeting.
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 Annual Meeting other than those matters discussed in this proxy statement. If any
other matters properly come before the Annual Meeting and call for a vote of shareholders, validly
Proxy Statement
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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