Pizza Hut 2015 Annual Report Download - page 18

YUM! BRANDS, INC.-2016Proxy 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 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 twelve (12) 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 2016 (Item 2);
•
FOR the proposal regarding an advisory vote on executive
compensation (Item 3);
•
FOR the proposal to approve the Company’s Long Term
Incentive Plan As Amended (Item 4); and
•AGAINST the shareholder proposal (Item 5).
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 [phone].
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 2016 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.”
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22, 2016, 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.