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YUM > SEC Filings for YUM > Form 8-K on 6-May-2014All Recent SEC Filings

Show all filings for YUM BRANDS INC



Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaw

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

On May 1, 2014, YUM! Brands, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company formally announced its CEO Succession Plan. As part of the Succession Plan, David C. Novak, the Company's current Chairman of the Board and Chief Executive Officer has been appointed Executive Chairman of the Company, effective as of January 1, 2015, and Greg Creed, Chief Executive Officer of Taco Bell Corp., has been appointed Chief Executive Officer of the Company, effective as of January 1, 2015. Mr. Creed (56) who has been with the Company for 20 years, has served as Chief Executive Officer of Taco Bell since February 2011. Prior to that position, he served as President and Chief Concept Officer of Taco Bell beginning in December 2006. He served as the Company's Chief Operations Officer from 2005 until November 2006. Additionally, the Succession Plan includes the formation of a new Office of the Chairman consisting of Mr. Novak, Sam Su, Vice Chairman and Chairman and Chief Executive Officer of Yum! Restaurants China, and Mr. Creed.

A copy of the press release announcing the above is attached as Exhibit 99.1.

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

On May 1, 2014, the Board of Directors of YUM! Brands, Inc. (the "Company") approved amendments to Article 6 of the Company's Amended and Restated Bylaws (the "Bylaws"). As amended, the Bylaws provide that the Chief Executive Officer of the Company does not have to hold the position of either Chairman or President. The amendments also include 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 May 1, 2014, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The following is a brief description of each matter voted upon at YUM! Brands, Inc. (the "Company") Annual Meeting of Shareholders held on May 1, 2014, 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
Michael J. Cavanagh       308,264,062    2,272,206    1,916,535          53,337,637
David W. Dorman           306,413,082    4,120,668    1,919,053          53,337,637
Massimo Ferragamo         307,329,622    3,182,217    1,940,964          53,337,637
Mirian M. Graddick-Weir   308,614,333    1,339,018    2,499,452          53,337,637
Bonnie G. Hill            305,583,576    4,386,224    2,483,003          53,337,637
Jonathan S. Linen         309,104,528      837,324    2,510,951          53,337,637
Thomas C. Nelson          309,270,935      678,904    2,502,964          53,337,637
David C. Novak            302,921,216    7,061,470    2,470,117          53,337,637
Thomas M. Ryan            306,839,986    3,689,012    1,923,805          53,337,637
Jing-Shyh S. Su           309,108,519    1,898,434    1,445,850          53,337,637
Robert D. Walter          308,297,723    2,176,604    1,978,476          53,337,637

2.The proposal to ratify the appointment of KPMG LLP as the Company's independent auditor for 2014 was approved based upon the following votes:

Votes for approval                            362,261,864
Votes against                                   1,808,338
Abstentions                                     1,720,238
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 296,412,123

Votes against       13,936,787
Abstentions          2,103,893
Broker non-votes    53,337,637

4.The proposal to re-approve the performance measures available under the YUM! Brands, Inc. Executive Incentive Compensation Plan was approved based upon the following votes:

Votes for approval 304,014,005

Votes against        6,380,711
Abstentions          2,058,087
Broker non-votes    53,337,637

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
3.1 Bylaws of YUM! Brands, Inc., amended and restated as of May 1, 2014
99.1 Press Release dated May 1, 2014 from YUM! Brands, Inc.

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