Pizza Hut 2013 Annual Report Download - page 26
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YUM! BRANDS, INC.-2014Proxy Statement4
Proxy Statement
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
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 2014 (Item 2);
•
FOR the proposal regarding an advisory vote on executive
compensation (Item 3); and
•
FOR the proposal to re-approve the performance measures
available under the YUM! Brands, Inc. Executive Incentive
Compensation Plan for 162(m) purposes (Item 4).
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 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 2014 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.”