form_8k052411.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 18, 2011

Commission file number 1-13163
________________________
YUM! BRANDS, INC.
 (Exact name of registrant as specified in its charter)

 
North Carolina
 
13-3951308
 
(State or other jurisdiction of
 
(I.R.S. Employer
 
incorporation or organization)
 
Identification No.)
 
 
 
 
 
1441 Gardiner Lane, Louisville, Kentucky
 
40213
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
Registrant’s telephone number, including area code:  (502) 874-8300
 
Former name or former address, if changed since last report:      N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 18, 2011, the Management Planning and Development Committee of the Company’s Board of Directors approved a modification to the letter of understanding dated July 13, 2004 between the Company and Sam Su, Vice Chairman of the Board of Directors and Chairman and Chief Executive Officer of the Company’s China Division, which was attached as Exhibit 10.28 to the Company’s Form 10-K filed February 28, 2005. The modification eliminates the maximum dollar amount payable by the Company for tax equalizing Mr. Su to Hong Kong with respect to any stock option gains, stock appreciation rights gains or deferred bonus payments. This modification is consistent with the tax equalization benefits provided to other Company employees in overseas assignments (i.e., no other employees have had a limitation on their tax equalization benefits).
 
Item 5.07
Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter voted upon at the YUM! Brands, Inc. (the “Company”) Annual Meeting of Shareholders held on May 19, 2011, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.

1.   The election of the following directors, who will serve until their respective successors are elected and qualified or until their earlier death or resignation:

Director
 
For
 
Against
 
Abstain
 
  Broker non-votes
 
David W. Dorman
 
319,136,035
 
9,988,923
 
319,377
 
61,624,286
 
Massimo Ferragamo
 
314,490,413
 
14,659,079
 
294,843
 
61,624,286
 
J. David Grissom
 
324,751,498
 
4,398,851
 
293,986
 
61,624,286
 
Bonnie G. Hill
 
315,571,845
 
13,420,073
 
452,417
 
61,624,286
 
Robert Holland, Jr.
 
316,937,569
 
12,212,986
 
293,780
 
61,624,286
 
Kenneth G. Langone
 
318,072,406
 
11,077,587
 
294,342
 
61,624,286
 
Jonathan S. Linen
 
324,872,132
 
4,280,419
 
291,784
 
61,624,286
 
Thomas C. Nelson
 
324,042,072
 
5,106,560
 
295,703
 
61,624,286
 
David C. Novak
 
318,422,620
 
10,706,998
 
314,717
 
61,624,286
 
Thomas M. Ryan
 
318,991,651
 
10,155,413
 
297,271
 
61,624,286
 
Jing-Shyh S. Su
 
322,100,663
 
7,057,467
 
286,205
 
61,624,286
 
Robert D. Walter
 
319,112,878
 
10,028,755
 
302,702
 
61,624,286
 
 
 
2.           The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2011 was approved based upon the following votes:

 
 
 
Votes for approval
385,019,573
 
Votes against
5,408,592
 
Abstentions
640,456
 
There were no broker non-votes for this item.

3.           The proposal to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers was approved based upon the following votes:

 
 
 
Votes for approval
310,616,033
 
Votes against
18,070,740
 
Abstentions
757,562
 
Broker non-votes
61,624,286
 


 
 
 


 


4.           The proposal to recommend, by non-binding advisory vote, the frequency of the vote to approve the compensation of the Company’s named executive officers received the following votes:

1 YEAR
 
2 YEARS
 
3 YEARS
 
Abstentions
  
Broker non-votes
277,277,512
  
2,807,103
  
48,822,650
  
537,070
  
61,624,286

In accordance with the voting results on this proposal, the Company will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next shareholder vote on the frequency of the vote to approve executive compensation.  A shareholder vote on the frequency of the vote to approve executive compensation is required to be held at least once every six years.

5.           The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to permit shareholders to call special meetings was approved based upon the following votes:

 
 
 
Votes for approval
385,780,259
 
Votes against
4,110,544
 
Abstentions
1,177,818
 
There were no broker non-votes for this item.
  
 
 
 


 
 
 
 

 
 
 


 




SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
YUM! BRANDS, INC.
 
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date:
 May 23, 2011
 
/s/ John Daly
 
 
 
 
John Daly
 
 
 
 
Corporate Counsel and
 
 
 
 
Assistant Secretary