Pizza Hut 2012 Annual Report Download - page 21

YUM! BRANDS, INC.-2013Proxy Statement 3
Proxy Statement
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
How does the Board of Directors recommend that I vote?
Our Board of Directors recommends that you vote your shares:
•FOR each of the nominees named in this proxy statement for
election to the Board;
• FOR the ratifi cation of the selection of KPMGLLP as our
independent auditors;
• FOR the proposal regarding an advisory vote on executive
compensation;
• FOR the proposal to re-approve the performance measures
of the YUM! Brands,Inc. Long Term Incentive Plan for 162(m)
purposes; and
•AGAINST theshareholder proposal.
How do I vote before the Annual Meeting?
There are three ways to vote before the meeting:
• By Internet—If you have Internet access, we encourage you to
vote on www.proxyvote.com by following instructions on the
Notice or proxy card;
• By telephone—by making a toll-free telephone call from the
U.S. or Canada to 1(800)690-6903 (if you have any questions
about how to vote over the phone, call 1(888)298-6986); or
• By mail—If you received your proxy materials by mail, you can
vote by completing, signing and returning the enclosed proxy
card in the postage-paid envelope provided.
If you are a participant in the Direct Stock Purchase Plan, the
administrator of this program, as the shareholder of record, may
only vote the shares for which it has received directions to vote
from you.
If you are a participant in the YUM!Brands 401(k) Plan (“401(k)
Plan”), the trustee of the 401(k) Plan will only vote the shares for
which it has received directions to vote from participants.
Proxies submitted through the Internet or by telephone as described
above must be received by 11:59p.m., Eastern Daylight Saving
Time, on May14,2013. Proxies submitted by mail must be
received prior to the meeting. Directions submitted by 401(k) Plan
participants must be received by 12:00p.m., Eastern Daylight
Saving Time, on May13,2013.
Also, if you hold your shares in the name of a bank or broker,
your ability to vote by telephone or the Internet depends on their
voting processes. Please follow the directions on your notice
carefully. A number of brokerage fi rms and banks participate in
a program provided through Broadridge Financial Solutions,Inc.
(“Broadridge”) that offers telephone and Internet voting options.
Ifyour shares are held in an account with a brokerage fi rm or
bank participating in the Broadridge program, you may vote those
shares telephonically by calling the telephone number shown on
the voting instruction form received from your brokerage fi rm
or bank, or through the Internet at Broadridge’s voting website
(www.proxyvote.com). Votes submitted through the Internet or
by telephone through the Broadridge program must be received
by 11:59p.m., Eastern Daylight Saving Time, on May14,2013.
Can I vote at the Annual Meeting?
Shares registered directly in your name as the shareholder of
record may be voted in person at the Annual Meeting. Shares
held in street name may be voted in person only if you obtain a
legal proxy from the broker or nominee that holds your shares
giving you the right to vote the shares. Even if you plan to attend
the Annual Meeting, we encourage you to vote your shares by
proxy. You may still vote your shares in person at the meeting
even if you have previously voted by proxy.
Can I change my mind after I vote?
You may change your vote at any time before the polls close at the Annual Meeting. You may do this by:
• Signing another proxy card with a later date and returning it to
us prior to the Annual Meeting;
• Voting again by telephone or through the Internet prior to
11:59p.m., Eastern Daylight Saving Time, on May14,2013;
•Giving written notice to the Secretary of the Company prior to
the Annual Meeting; or
•Voting again at the Annual Meeting.
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.