Pizza Hut 2012 Annual Report Download - page 22

YUM! BRANDS, INC.-2013Proxy Statement4
Proxy Statement
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
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 twelve (12)nominees for director named
in this proxy statement (Item1);
• FOR the ratifi cation of the selection of KPMGLLP as our
independent auditors for the fi scal year 2013 (Item2);
• FOR the proposal regarding an advisory vote on executive
compensation (Item3);
• FOR the proposal to re-approve the performance measures
available under the YUM! Brands,Inc. Long Term Incentive Plan
for 162(m) purposes (Item4); and
•AGAINST the shareholder proposal (Item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
fi rm, even if you do not provide the brokerage fi rm with voting
instructions. Brokerage fi rms 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 fi scal year 2013 is considered a routine matter for
which brokerage fi rms 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 fi rm has not received voting instructions from the
benefi cial owner of the shares with respect to that proposal, the
brokerage fi rm 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18,2013, 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.
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 “W hat o ther s ignifi cant Board
p ractices does the Company have?—Majority Voting Policy.”