YUM » Topics » Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting:

This excerpt taken from the YUM DEF 14A filed Apr 11, 2008.
Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting: The Proxy and Annual Report are available at www.proxyvote.com.

 

(PLEASE DETACH PROXY CARD AT PERFORATION)

 

 

 

 

 

 

 

YUM! BRANDS, INC.

 

This Proxy is solicited on behalf of the Board of Directors

 

The undersigned hereby appoints Christian L. Campbell, John P. Daly and R. Scott Toop, and each of them, 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 Meeting of Shareholders to be held on May 15, 2008 or any adjournment thereof.

 

NOMINEES FOR DIRECTOR:

 

David W. Dorman, Massimo Ferragamo, J. David Grissom, Bonnie G. Hill, Robert Holland, Jr., Kenneth G. Langone, Jonathan S. Linen, Thomas C. Nelson, David C. Novak, Thomas M. Ryan, Jing-Shyh S. Su, Jackie Trujillo and Robert D. Walter

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 and 4.

 

This Proxy, when properly executed, will be voted as directed; if no direction is indicated, it will be voted as follows:

 

FOR the election of all nominees for director;

FOR the ratification of independent auditors;

FOR an amendment to the Company’s Article of Incorporation;

FOR approval of the Company’s Long Term Incentive Plan as amended;

AGAINST Items  5, 6, 7, and 8 (Shareholders’ Proposals).

 

This card also provides voting instructions to the Administrator or Trustee for shares beneficially owned under the YUM! Brands 401(k) Plan.

 

(CONTINUED, and To Be Signed and Dated, on the REVERSE SIDE)

 

SEE

 

REVERSE

 

SIDE

 

 

 

 


 



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YUM! Brands, Inc. 1441 Gardiner Lane Louisville, Kentucky 40213
YUM! Brands, Inc. 1441 Gardiner Lane Louisville, Kentucky 40213
YOUR VOTE IS IMPORTANT
TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THE MEETING
GOVERNANCE OF THE COMPANY
MATTERS REQUIRING SHAREHOLDER ACTION
ITEM 1: ELECTION OF DIRECTORS (Item 1 on the Proxy Card)
ITEM 2: RATIFICATION OF INDEPENDENT AUDITORS (Item 2 on the Proxy Card)
ITEM 3: A PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION REQUIRING A MAJORITY VOTE FOR ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS (Item 3 on the Proxy Card)
ITEM 4: A PROPOSAL RELATING TO THE APPROVAL OF THE COMPANY'S LONG TERM INCENTIVE PLAN AS AMENDED THROUGH THE THIRD AMENDMENT (Item 4 on the Proxy Card)
ITEM 5: SHAREHOLDER PROPOSAL Relating to the MacBride Principles (Item 5 on the Proxy Card)
SUPPORTING STATEMENT
MANAGEMENT STATEMENT IN OPPOSITION TO SHAREHOLDER PROPOSAL
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
FOR THESE REASONS, WE RECOMMEND THAT YOU VOTE AGAINST THIS PROPOSAL.
ITEM 6: SHAREHOLDER PROPOSAL Relating to an Advisory Shareholder Vote to Ratify Executive Compensation (Item 6 on the Proxy Card)
ADVISORY VOTE ON EXECUTIVE COMPENSATION
SUPPORTING STATEMENT
MANAGEMENT STATEMENT IN OPPOSITION TO SHAREHOLDER PROPOSAL
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
Investor Total Return(1) Comparison (as of 12/31/07)
FOR THESE REASONS, WE RECOMMEND THAT YOU VOTE AGAINST THIS PROPOSAL.
ITEM 7: SHAREHOLDER PROPOSAL Relating to Food Supply Chain Security and Sustainability (Item 7 on the Proxy Card)
MANAGEMENT STATEMENT IN OPPOSITION TO SHAREHOLDER PROPOSAL
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
ITEM 8: SHAREHOLDER PROPOSAL Relating to Animal Welfare (Item 8 on the Proxy Card)
MANAGEMENT STATEMENT IN OPPOSITION TO SHAREHOLDER PROPOSAL
STOCK OWNERSHIP INFORMATION
EXECUTIVE COMPENSATION Compensation Discussion and Analysis
COMPENSATION COMMITTEE REPORT
SUMMARY COMPENSATION TABLE
ALL OTHER COMPENSATION TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION EXERCISES AND STOCK VESTED
PENSION BENEFITS
NONQUALIFIED DEFERRED COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
DIRECTOR COMPENSATION
AUDIT COMMITTEE REPORT
ADDITIONAL INFORMATION

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