Pizza Hut 2015 Annual Report Download - page 96

YUM! BRANDS, INC.-2016Proxy Statement82
Proxy Statement
ADDITIONAL INFORMATION
May I propose actions for consideration at next year’s Annual Meeting of
Shareholders or nominate individuals to serve as directors?
Under the rules of the SEC, if a shareholder wants us to
include a proposal in our proxy statement and proxy card
for presentation at our 2017 Annual Meeting of Shareholders,
the proposal must be received by us at our principal
executive offices at YUM! Brands,Inc., 1441 Gardiner
Lane, Louisville, Kentucky 40213 by December 10, 2016.
The proposal should be sent to the attention of the Corporate
Secretary.
Under our bylaws, certain procedures are provided that a
shareholder must follow to nominate persons for election
as directors or to introduce an item of business at an Annual
Meeting of Shareholders that is not included in our proxy
statement. These procedures provide that nominations for
director nominees and/or an item of business to be introduced
at an Annual Meeting of Shareholders must be submitted
in writing to our Corporate Secretary at our principal executive
offices and you must include information set forth in our
bylaws. We must receive the notice of your intention to
introduce a nomination or to propose an item of business
at our 2017 Annual Meeting no later than the date specified
in our bylaws. If the 2017 Annual Meeting is not held within
30days before or after the anniversary of the date of this
year’s Annual Meeting, then the nomination or item of
business must be received by the tenth day following the
earlier of the date of mailing of the notice of the meeting or
the public disclosure of the date of the meeting. Our Annual
Meeting of Shareholders is generally held on the third
Thursday of May. Assuming that our 2017 Annual Meeting
is held on schedule, we must receive notice of your intention
to introduce a nomination or other item of business at that
meeting by February20, 2017.
In addition, we recently amended our bylaws to provide for
proxy access for director nominations by shareholders (as
described at page 8). A shareholder, or group of up to 20
shareholders, owning continuously for at least three years
shares of YUM common stock representing an aggregate
of at least 3% of our outstanding shares, may nominate,
and include in YUM’s proxy materials, director nominees
constituting up to 20% of YUM’s Board, provided that the
shareholder(s) and nominee(s) satisfy the requirements in
YUM’s bylaws. Notice of proxy access director nominees
must be received no earlier than November 10, 2016, and
no later than December 10, 2016.
The Board is not aware of any matters that are expected
to come before the 2016 Annual Meeting other than those
referred to in this proxy statement. If any other matter should
come before the Annual Meeting, the individuals named on
the form of proxy intend to vote the proxies in accordance
with their best judgment.
The chairman of the Annual Meeting may refuse to allow
the transaction of any business, or to acknowledge the
nomination of any person, not made in compliance with
the foregoing procedures.
Bylaw Provisions. You may contact YUM’s Corporate
Secretary at the address mentioned above for a copy of
the relevant bylaw provisions regarding the requirements
for making shareholder proposals and nominating director
candidates.