Pizza Hut 2014 Annual Report Download - page 44

15MAR201511093851
What vote is required to approve this proposal?
.................................................................................................................................................................................................................................................................................................................................................................................
Approval of this proposal requires the affirmative vote of a consider shareholder concerns in their continuing
majority of shares present in person or represented by evaluation of the Company’s compensation program.
proxy and entitled to vote at the Annual Meeting. While this Unless the Board of Directors modifies its policy on the
vote is advisory and non-binding on the Company, the frequency of this advisory vote, the next advisory vote on
Board of Directors and the Management Planning and executive compensation will be held at the 2016 Annual
Development Committee will review the voting results and Meeting of Shareholders.
What is the recommendation of the Board of Directors?
.................................................................................................................................................................................................................................................................................................................................................................................
The Board of Directors recommends that you vote FOR approval of this proposal.
ITEM 4 Shareholder Proposal Regarding A Policy On
Accelerated Vesting Upon A Change In Control
(Item 4 on the Proxy Card)
What am I voting on?
.................................................................................................................................................................................................................................................................................................................................................................................
Amalgamated Bank’s LongView LargeCap 500 Index Fund removed or ‘‘accelerated’’ if there is a change in control at
has advised us that it intends to present the following the Company and if, as to more recent equity awards, an
shareholder proposal at the Annual Meeting. We will furnish executive employment is involuntarily terminated.
the address and share ownership of the proponent upon We do not question that some form of severance payments
request. may be appropriate in a change-in-control situation. Indeed,
the Company already has provisions for severance
Accelerated Vesting payments to senior executives in the event of a change in
RESOLVED: The shareholders ask the board of directors to control. We are concerned, however, that the Company’s
adopt a policy that in the event of a change in control (as current policies may permit windfall equity awards that are
defined under any applicable employment agreement, unrelated to a senior executive’s performance.
equity incentive plan or other plan), there shall be no According to last year’s proxy statement, a change in
acceleration in the vesting of equity awards to senior control at the end of 2013, along with an executive’s
executives, provided, however, that the board’s termination, could have accelerated the vesting of
Compensation Committee may provide in an applicable $22 million in unearned equity for David C. Novak, the
grant or purchase agreement that any such unvested award
Chairman and CEO, and at least $6.2 million for other
will vest on a partial, pro rata basis up to the time of the
senior executives.
senior executive’s termination, with such qualifications for
an award as the Committee may determine. We are unpersuaded that if a change in control should
occur, even with an involuntary termination, then an
For purposes of this policy, ‘‘equity award’’ means an award
executive somehow ‘‘deserves’’ unearned equity that he or
granted under an equity incentive plan as defined in
she did not earn. To accelerate the vesting of unearned
Item 402 of the SEC’s Regulation S-K, which identifies the
equity on the theory that an executive was denied the
elements of executive compensation to be disclosed to
opportunity to earn them seems inconsistent with a ‘‘pay for
shareholders. This resolution shall be implemented so as
not to affect any contractual rights in existence on the date performance’’ philosophy worthy of the name.
this policy is adopted. We do believe, however, that any acceleration of unearned
SUPPORTING STATEMENT equity should be limited to acceleration on a pro rata basis
as of the executive’s termination date, with the details of any
Yum! Brands grants senior executives several types of pro rata award to be determined by the Compensation
equity awards that normally vest over several years. The Committee.
company states in its 2014 proxy that 80% of compensation
is ‘‘at-risk,’’ where the compensation paid is determined Other companies have adopted limitations on accelerated
based on the achievement of specified results.’’ The proxy vesting of unearned equity, including Apple, ExxonMobil,
goes on to state, ‘‘We believe that all of our long-term Chevron, Intel, Microsoft, and Occidental Petroleum.
incentive compensation is performance-based.’’ However, We urge you to vote FOR this proposal.
restrictions on the vesting of unearned equity awards are
22 YUM! BRANDS, INC. 2015 Proxy Statement
MATTERS REQUIRING SHAREHOLDER ACTION
Proxy Statement