Pizza Hut 2014 Annual Report Download - page 26

15MAR201511093851
Will my shares be voted if I do not provide my proxy?
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Your shares may be voted if they are held in the name of a for which they have not received voting instructions. The
brokerage firm, even if you do not provide the brokerage other proposals to be voted on at our Annual Meeting are
firm with voting instructions. Brokerage firms have the not considered ‘‘routine’’ under applicable rules. When a
authority under the New York Stock Exchange rules to vote proposal is not a routine matter and the brokerage firm has
shares for which their customers do not provide voting not received voting instructions from the beneficial owner of
instructions on certain ‘‘routine’’ matters. the shares with respect to that proposal, the brokerage firm
cannot vote the shares on that proposal. This is called a
The proposal to ratify the selection of KPMG LLP as our ‘‘broker non-vote.’’
independent auditors for fiscal year 2015 is considered a
routine matter for which brokerage firms may vote shares
How many votes must be present to hold the Annual Meeting?
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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, 2015, 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?
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You may vote ‘‘FOR’’ each nominee or ‘‘AGAINST’’ each of ‘‘AGAINST’’ votes. Abstentions will be counted as
nominee, or ‘‘ABSTAIN’’ from voting on one or more present but not voted. Abstentions and broker non-votes will
nominees. Unless you mark ‘‘AGAINST’’ or ‘‘ABSTAIN’’ not affect the outcome of the vote on directors. Full details of
with respect to a particular nominee or nominees or for all the Company’s majority voting policy are set out in our
nominees, your proxy will be voted ‘‘FOR’’ each of the Corporate Governance Principles at www.yum.com/
director nominees named in this proxy statement. In an investors/governance/principles.asp and at page 7 under
uncontested election, a nominee will be elected as a ‘‘What other significant Board practices does the Company
director if the number of ‘‘FOR’’ votes exceeds the number have? — Majority Voting Policy.’’
How many votes are needed to approve the other proposals?
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The other proposals must receive the ‘‘FOR’’ vote of a abstentions will have the same effect as a vote ‘‘AGAINST’’
majority of the shares, present in person or represented by the proposals. Broker non-votes will not be counted as
proxy, and entitled to vote at the Annual Meeting. For each shares present and entitled to vote with respect to the
of these items, you may vote ‘‘FOR’’, ‘‘AGAINST’’ or particular matter on which the broker has not voted. Thus,
‘‘ABSTAIN.’’ Abstentions will be counted as shares present broker non-votes will not affect the outcome of any of these
and entitled to vote at the Annual Meeting. Accordingly, proposals.
When will the Company announce the voting results?
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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?
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As of the date of this proxy statement, our management shareholders, validly executed proxies in the enclosed form
knows of no matters that will be presented for consideration returned to us will be voted in accordance with the
at the Annual Meeting other than those matters discussed in recommendation of the Board of Directors or, in the
this proxy statement. If any other matters properly come absence of such a recommendation, in accordance with the
before the Annual Meeting and call for a vote of judgment of the proxy holders.
4YUM! BRANDS, INC. 2015 Proxy Statement
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
Proxy Statement