Pizza Hut 2011 Annual Report Download - page 33

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16MAR201218542623
MATTERS REQUIRING SHAREHOLDER ACTION
ITEM 1: ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)
Who are this year’s nominees?
The eleven (11) nominees recommended by the Nominating and Governance Committee of the
Board of Directors for election this year to hold office until the 2013 Annual Meeting and until their
respective successors are elected and qualified are provided below. The biographies of each of the
nominees below contains information regarding the person’s service as a director, business experience,
director positions held currently or at any time during the last five years, information regarding
involvement in certain legal or administrative proceedings, if applicable, and the experiences,
qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board
to determine that the person should serve as a director for the Company. In addition to the information
presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led
our Board to the conclusion that he or she should serve as a director, we also believe that all of our
director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They
each have demonstrated business acumen and an ability to exercise sound judgment, as well as a
commitment of service to YUM and our Board. Finally, we value their significant experience on other
public company boards of directors and board committees.
Information about the number of shares of common stock beneficially owned by each director appears
beginning on page 31 under the heading ‘‘Stock Ownership Information.’’ See also ‘‘Certain Relationships
and Related Transactions.’’ There are no family relationships among any of the directors and executive
officers of the Company. Director ages are as of the Annual Meeting date.
David W. Dorman David W. Dorman is the Non-Executive Chairman of the Board of
Age 58 CVS Caremark Corporation, a position he has held since May
Director since 2005 2011. Until May 2011, he was the Non-Executive Chairman of
Non-Executive Chairman, Motorola Solutions, Inc. (formerly known as Motorola Inc.), a
CVS Caremark Corporation leading provider of business and mission critical communication
Proxy Statement
products and services for enterprise and government customers. He
served as Non-Executive Chairman of the Board of Motorola, Inc.
from May 2008 until the separation of its mobile devices and home
businesses in January 2011. From October 2006 to May 2008, he
was Senior Advisor and Managing Director to Warburg Pincus, a
global private equity firm. From November 2005 until January
2006, he was President of AT&T Inc., a company that provides
Internet and transaction-based voice and data services (formerly
known as SBC Communications). He was Chairman of the Board
and Chief Executive Officer of the company previously known as
AT&T Corp. from November 2002 until November 2005. Prior to
this, he was President of AT&T Corp. from 2000 to 2002 and the
Chief Executive Officer of Concert, a former global venture
created by AT&T Corp. and British Telecommunications plc, from
1999 to 2000.
Mr. Dorman serves on the board of Motorola Solutions, Inc. and
Georgia Tech Foundation. He served as a director of AT&T Corp.
from 2002 to 2006.
15