Pizza Hut 2014 Annual Report Download - page 49
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SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
LEGAL PROCEEDINGS
Section 16(a) of the Securities Exchange Act of 1934, as Company’s China operations and with an alleged scheme to
amended, requires our directors, executive officers and mislead investors about the Company’s growth prospects in
persons who own more than 10% of the outstanding shares China. The two actions in the U.S. District Court for the
of YUM common stock to file with the SEC reports of their Western District of Kentucky have been consolidated. By
ownership and changes in their ownership of YUM common agreement of the parties both the consolidated federal court
stock. Directors, executive officers and greater-than-ten actions and the state court action have been temporarily
percent shareholders are also required to furnish YUM with stayed pending the appeal of the dismissal of a related
copies of all ownership reports they file with the SEC. To our securities class action suit against the Company and certain
knowledge, based solely on a review of the copies of such executive officers. The derivative actions and the securities
reports furnished to YUM and representations that no other class action suit are described in the Company’s Annual
reports were required, all of our directors and executive Report on Form 10-K for the year ended December 27,
officers complied with all Section 16(a) filing requirements 2014 in Part 1, Item 3, Legal Proceedings and Note 18,
during fiscal 2014. Contingencies, to the Consolidated Financial Statements
included in Part II, Item 8, and in previous SEC filings.
In 2013, three shareholder derivative actions were filed (one
on May 9, 2013 in Jefferson Circuit Court, Commonwealth Pursuant to North Carolina law, our Restated Articles of
of Kentucky, and one on each of May 21, 2013 and Incorporation and indemnification agreements with our
December 9, 2013 in the U.S. District Court for the Western directors, the Company shall indemnify and may advance
District of Kentucky) against certain current and former and/or reimburse certain expenses of our current and
officers and directors of the Company. Generally, the former officers and directors incurred in connection with
matters assert claims of breach of fiduciary duty, waste of defending these actions. Each of the current and former
corporate assets and unjust enrichment in connection with officers and directors is required to provide an undertaking
an alleged failure to implement proper controls in the to repay such expenses if it is ultimately determined that he
Company’s purchases of poultry from suppliers to the or she is not entitled to indemnification.
2015 Proxy Statement YUM! BRANDS, INC. 27
Proxy Statement