Pizza Hut 2013 Annual Report Download - page 27

YUM! BRANDS, INC.-2014Proxy Statement 5
Proxy Statement
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
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 3, 2014, 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 9 under
“What other significant Board practices does the Company
have?—Majority Voting Policy.”
How many votes are needed to approve the other proposals?
The other 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 filed 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 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.