Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.

On November 20, 2009, the Board of Directors of YUM! Brands, Inc. (the "Company") approved an amendment to Sections 7 and 9 of Article II of the Company's Amended and Restated Bylaws (the "Bylaws"). As amended, the Bylaws provide that a shareholder who wishes to (1) propose an item of business for the shareholders to consider at the annual meeting of shareholders or (2) nominate a candidate for director must follow certain notice and procedural steps.
Included among these steps is the requirement to provide more complete disclosure, particularly with respect to various ownership techniques employed by such shareholder (including any derivative or short positions) and clarifying relationships with other shareholders and nominees. The amendment also includes related, ancillary changes.

The foregoing summary of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Company's Bylaws, as amended and restated on November 20, 2009, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events.

Advisory Vote on Executive Compensation

The Company anticipates that non-binding advisory votes on compensation practices, commonly referred to as "say-on-pay," may in the future be required by law, in which case the Company will comply with such requirements.

In any event, if no such advisory vote is required by law at the time of the Company's 2011 Annual Meeting of Shareholders, the Board has approved in principle, effective with the Company's 2011 Annual Meeting of Shareholders, a non-binding, advisory vote by the Company's shareholders on the compensation of the Company's named executive officers as set forth in the Summary Compensation Table of its proxy statement and accompanying narrative.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
3.2 Amended and Restated Bylaws of YUM! Brands, Inc.

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