YUM » Topics » Section 16(a) Beneficial Ownership Reporting Compliance

This excerpt taken from the YUM DEF 14A filed Apr 8, 2009.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of the outstanding shares of YUM common stock to file with the SEC reports of their ownership and changes in their ownership of YUM common stock. Directors, executive officers and greater-than-ten percent shareholders are also required to furnish YUM with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to YUM and representations that no other reports were required, all of our directors and executive officers complied with all Section 16(a) filing requirements during fiscal 2008.

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Table of Contents


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        YUM delivered strong performance in a challenging consumer environment in 2008. Our 2008 results again exceeded our annual target of at least 10% EPS growth and represent our seventh straight year of at least 13% growth. In 2008 we also delivered strong results on the three key measures that drive long-term shareholder value. First, we delivered worldwide system same-store-sales growth of 3%, which marks our 8th straight year of worldwide system same-store-sales growth. Second, we opened a record 1,495 units internationally, remaining the leading developer of new units outside the U.S. Third, we reinforced our position as an industry leader in return on invested capital by increasing our return on invested capital to 20%.

        As in past years, the compensation of our executives reflects the Company's performance. We designed our executive compensation program to attract, reward and retain the talented leaders necessary to enable our Company to succeed in the highly competitive market for talent, while maximizing shareholder returns. We believe that our management team, which has been attracted, rewarded and retained through our compensation program, has been a key driver in YUM's strong performance over both the long and short term.

        In this Compensation Discussion & Analysis, we discuss our executive compensation program and how it worked in 2008. Among other topics, we address the following:

    The philosophy underlying our executive compensation program (page 40)

    The objectives of our executive compensation program (page 40)

    An overview of the key elements of our executive compensation program (page 40)

    The process the compensation committee uses to set and review executive compensation (page 41)

    The alignment of our executive compensation with the Company's business and financial performance (page 41)

    The allocation between fixed and variable compensation (page 41)

    The role of our independent compensation consultant (page 41)

    The role of comparative compensation data and how we select the companies that are used to generate the comparative data (page 42)

    Team performance measures, which are used in the calculation of the annual bonus (page 45)

    Individual performance measures, which are also used in the calculation of the annual bonus (page 47)

    Our CEO's compensation (page 49)

    Our stock ownership guidelines (page 54)
This excerpt taken from the YUM DEF 14A filed Apr 11, 2008.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of the outstanding shares of YUM common stock to file with the SEC reports of their ownership and changes in their ownership of YUM common stock. Directors, executive officers and greater-than-ten percent shareholders are also required to furnish YUM with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to YUM and representations that no other reports were required, all of our directors and executive officers complied with all Section 16(a) filing requirements during fiscal 2007.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        In this compensation discussion and analysis, we discuss our compensation objectives, our compensation decisions and the rationale behind those decisions in connection with 2007 compensation of the officers named in the Summary Compensation Table (the "named executive officers"), which begins at page 65. The named executive officers discussed in this section are: David C. Novak, Chief Executive Officer and Chairman, Richard T. Carucci, Chief Financial Officer, Jing-Shyh S. Su, President—China Division, Graham D. Allan, President—Yum Restaurants International and Peter Hearl, Chief Operating Officer and Chief Development Officer.

This excerpt taken from the YUM DEF 14A filed Apr 6, 2007.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of the outstanding shares of YUM common stock to file with the SEC reports of their ownership and changes in their ownership of YUM common stock. Directors, executive officers and greater-than-ten percent shareholders are also required to furnish YUM with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to YUM and representations that no other reports were required, all of our directors and executive officers complied with all Section 16(a) filing requirements during fiscal 2006.

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This excerpt taken from the YUM DEF 14A filed Mar 30, 2006.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of the outstanding shares of Yum common stock to file with the SEC reports of their ownership and changes in their ownership of Yum common stock. Directors, executive officers and greater-than-ten percent shareholders are also required to furnish Yum with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to Yum and representations that no other reports were required, all of our directors and executive officers complied with all Section 16(a) filing requirements during fiscal 2005.

29




This excerpt taken from the YUM DEF 14A filed Mar 31, 2005.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of the outstanding shares of Yum common stock to file with the SEC reports of their ownership and changes in their ownership of Yum common stock. Directors, executive officers and greater-than-ten percent shareholders are also required to furnish Yum with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to Yum and representations that no other reports were required, all of our directors and executive officers complied with all Section 16(a) filing requirements during fiscal 2004.

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