UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.)
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Preliminary Proxy Statement | |
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) | |
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
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Soliciting Material under §240.14a-12 |
YUM! BRANDS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | ||
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Titleof each class of securities to which transaction applies:
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(2) Aggregatenumber of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposedmaximum aggregate value of transaction:
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(5) Totalfee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) AmountPreviously Paid:
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(2) Form,Schedule or Registration Statement No.:
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(4) DateFiled:
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YUM! Brands, Inc.
1441 Gardiner Lane
Louisville, Kentucky 40213
April 5, 2019
Dear Fellow Shareholders:
On behalf of your Board of Directors, we are pleased to invite you to attend the 2019 Annual Meeting of Shareholders of YUM! Brands, Inc. The Annual Meeting will be held Thursday, May 16, 2019, at 9:00 a.m., local time, in the Yum! Conference Center at 1900 Colonel Sanders Lane in Louisville, Kentucky.
Once again, we encourage you to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. We believe that this e-proxy process expedites shareholders receipt of proxy materials, lowers the costs of delivery and helps reduce the Companys environmental impact.
Your vote is important. We encourage you to vote promptly whether or not you plan to attend the meeting. You may vote your shares via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding the three methods of voting prior to the meeting are contained on the notice or proxy card.
If you plan to attend the meeting, please bring your notice, admission ticket from your proxy card or proof of your ownership of YUM common stock as of March 18, 2019 as well as a valid picture identification. Whether or not you attend the meeting, we encourage you to consider the matters presented in the proxy statement and vote as soon as possible.
Sincerely,
Greg Creed
Chief Executive Officer
Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on May 16, 2019this notice and the proxy statement are available at www.investors.yum.com/governance-documents. The Annual Report on Form 10-K is available at www.investors.yum.com/annual-reports.
YUM! Brands, Inc.
1441 Gardiner Lane
Louisville, Kentucky 40213
Notice of Annual Meeting of Shareholders |
Thursday, May 16, 2019 9:00 a.m.
Yum! Conference Center, 1900 Colonel Sanders Lane, Louisville, Kentucky 40213
ITEMS OF BUSINESS:
(1) | To elect eleven (11) directors to serve until the 2020 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. |
(2) | To ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2019. |
(3) | To consider and hold an advisory vote on executive compensation. |
(4)-(6) | To consider and vote on three (3) shareholder proposals, if properly presented at the meeting. |
(7) | To transact such other business as may properly come before the meeting. |
WHO CAN VOTE?:
You can vote if you were a shareholder of record as of the close of business on March 18, 2019.
ANNUAL REPORT:
A copy of our 2018 Annual Report on Form 10-K is included with this proxy statement.
WEBSITE:
You may also read the Companys Annual Report and this Notice and proxy statement on our website at www.investors.yum.com/annual-reports.
DATE OF MAILING:
This Notice, the proxy statement and the form of proxy are first being mailed to shareholders on or about April 5, 2019.
By Order of the Board of Directors
Scott A. Catlett
General Counsel and Corporate Secretary
YOUR VOTE IS IMPORTANT
Under securities exchange rules, brokers cannot vote on your behalf for the election of directors or on executive compensation related matters without your instructions. Whether or not you plan to attend the Annual Meeting, please provide your proxy by following the instructions on your Notice or proxy card. On or about April 5, 2019, we mailed to our shareholders a Notice containing instructions on how to access the proxy statement and our Annual Report and vote online.
If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. Instead, you should follow the instructions included in the Notice on how to access and review the proxy statement and Annual Report. The Notice also instructs you on how you may submit your vote by proxy over the Internet.
If you received the proxy statement and Annual Report in the mail, please submit your proxy by marking, dating and signing the proxy card included and returning it promptly in the envelope enclosed. If you are able to attend the Annual Meeting and wish to vote your shares personally, you may do so at any time before the proxy is exercised.
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PROXY STATEMENT | 1 | |||||
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING | 1 | |||||
GOVERNANCE OF THE COMPANY | 6 | |||||
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MATTERS REQUIRING SHAREHOLDER ACTION | 26 |
YUM! BRANDS, INC. - 2019 Proxy Statement | 1 |
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
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2 | YUM! BRANDS, INC. - 2019 Proxy Statement |
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
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YUM! BRANDS, INC. - 2019 Proxy Statement | 3 |
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
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QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
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6 | YUM! BRANDS, INC. - 2019 Proxy Statement |
GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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What are the Companys governance policies and ethical guidelines?
What other significant Board practices does the Company have?
YUM! BRANDS, INC. - 2019 Proxy Statement | 19 |
GOVERNANCE OF THE COMPANY
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20 | YUM! BRANDS, INC. - 2019 Proxy Statement |
GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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GOVERNANCE OF THE COMPANY
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26 | YUM! BRANDS, INC. - 2019 Proxy Statement |
MATTERS REQUIRING SHAREHOLDER ACTION
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MATTERS REQUIRING SHAREHOLDER ACTION
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MATTERS REQUIRING SHAREHOLDER ACTION
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MATTERS REQUIRING SHAREHOLDER ACTION
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MATTERS REQUIRING SHAREHOLDER ACTION
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MATTERS REQUIRING SHAREHOLDER ACTION
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MATTERS REQUIRING SHAREHOLDER ACTION
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MATTERS REQUIRING SHAREHOLDER ACTION
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MATTERS REQUIRING SHAREHOLDER ACTION
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MATTERS REQUIRING SHAREHOLDER ACTION
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STOCK OWNERSHIP INFORMATION
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38 | YUM! BRANDS, INC. - 2019 Proxy Statement |
YUM! BRANDS, INC. - 2019 Proxy Statement | 39 |
EXECUTIVE COMPENSATION
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40 | YUM! BRANDS, INC. - 2019 Proxy Statement |
EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
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EQUITY COMPENSATION PLAN INFORMATION
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YUM! BRANDS, INC. - 2019 Proxy Statement | 77 |
AUDIT COMMITTEE REPORT
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AUDIT COMMITTEE REPORT
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ADDITIONAL INFORMATION
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A-1 | YUM! BRANDS, INC. - 2019 Proxy Statement |
APPENDIX A
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YUM! BRANDS, INC. - 2019 Proxy Statement | A-2 |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E72135-P19158 KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY | |
YUM! BRANDS, INC.
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The Board of Directors recommends a vote FOR items 1, 2 and 3, and AGAINST items 4, 5 and 6.
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1. |
Election of Directors. |
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Nominees: | For | Against | Abstain | |||||||||||||||||||||||||||||||||||||
1a. Paget L. Alves |
☐ | ☐ | ☐ | For | Against | Abstain | ||||||||||||||||||||||||||||||||||
1b. Michael J. Cavanagh |
☐ | ☐ | ☐ | 2. | Ratification of Independent Auditors. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||
1c. Christopher M. Connor |
☐ | ☐ | ☐ | 3. | Advisory Vote on Executive Compensation. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||
1d. Brian C. Cornell |
☐ | ☐ | ☐ | 4. | Shareholder Proposal Regarding the Issuance of a Report on Renewable Energy. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||
1e. Greg Creed |
☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
1f. Tanya L. Domier |
☐ | ☐ | ☐ | 5. | Shareholder Proposal Regarding Issuance of Annual Reports on Efforts to Reduce Deforestation. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||
1g. Mirian M. Graddick-Weir |
☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
1h. Thomas C. Nelson |
☐ | ☐ | ☐ | 6. | Shareholder Proposal Regarding the Issuance of a Report on Sustainable Packaging. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||
1i. P. Justin Skala |
☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
1j. Elane B. Stock |
☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
1k. Robert D. Walter |
☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||||
For address changes and/or comments, please check this box and write them on the back where indicated. | ☐ | |||||||||||||||||||||||||||||||||||||||
Please indicate if you plan to attend this meeting. | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||
Yes | No | |||||||||||||||||||||||||||||||||||||||
NOTE: Please sign exactly as the name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.
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Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
YUM! BRANDS, INC.
ANNUAL MEETING
May 16, 2019
9:00 A.M., EDT
YUM! Brands, Inc.
Yum! Conference Center
1900 Colonel Sanders Lane
Louisville, Kentucky 40213
ADMISSION TICKET
YUM! BRANDS, INC.S 2019 ANNUAL SHAREHOLDERS MEETING WILL BE HELD AT 9:00 A.M. (EASTERN DAYLIGHT TIME) ON THURSDAY, MAY 16, 2019, at the Yum! Conference Center at 1900 Colonel Sanders Lane in Louisville, Kentucky. If you plan to attend the Annual Shareholders Meeting, please tear off and keep the upper portion of this form as your ticket for admission to the Meeting. YOUR VOTE IS IMPORTANT. The proxy voting instruction card on the reverse side covers the voting of all shares of Common Stock of YUM! Brands, Inc., which you are entitled to vote or to direct the voting of, including those shares in the YUM! Brands 401(k) Plan.
If you plan to vote by mail, please date and sign the proxy card and return it promptly in the enclosed business reply envelope. If you plan to vote by mail and do not sign and return a proxy, the shares cannot be voted. You may also vote by Internet or phone as described on the reverse side or by attending the Annual Meeting.
Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting:
The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com
(PLEASE DETACH PROXY CARD AT PERFORATION)
E72136-P19158
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YUM! BRANDS, INC.
This proxy is solicited on behalf of the Board of Directors |
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The undersigned hereby appoints Scott A. Catlett, John P. Daly, and Carson T. Stewart, as Proxies with full power of substitution, to vote, as designated on the reverse side, for director substitutes if any nominee becomes unavailable, and in their discretion, on matters properly brought before the Meeting and on matters incident to the conduct of the Meeting, all of the shares of common stock of YUM! Brands, Inc. which the undersigned has power to vote at the Annual Shareholders Meeting to be held on May 16, 2019, or any adjournment thereof. | ||||
NOMINEES FOR DIRECTOR: | ||||
Paget L. Alves, Michael J. Cavanagh, Christopher M. Connor, Brian C. Cornell, Greg Creed, Tanya L. Domier, Mirian M. Graddick-Weir, Thomas C. Nelson, P. Justin Skala, Elane B. Stock and Robert D. Walter. | ||||
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2 and 3, and AGAINST ITEMS 4, 5 and 6. | ||||
This Proxy, when properly executed, will be voted as directed; if no direction is indicated, it will be voted as follows: |
FOR (1) the Election of All Nominees for Director
FOR (2) the Ratification of Independent Auditors
FOR (3) the Advisory Vote on Executive Compensation |
AGAINST (4) Shareholder Proposal Regarding the Issuance of a Report on Renewable Energy.
AGAINST (5) Shareholder Proposal Regarding Issuance of Annual Reports on Efforts to Reduce Deforestation.
AGAINST (6) Shareholder Proposal Regarding the Issuance of a Report on Sustainable Packaging. | |
This card also provides voting instructions to the Administrator or Trustee for shares beneficially owned under the YUM! Brands 401(k) Plan. |
Address Changes/Comments: |
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
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SEE REVERSE SIDE | |||
(CONTINUED and To Be Signed and Dated on REVERSE SIDE)
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