UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 20, 2016

Commission file number 1-13163
________________________
YUM! BRANDS, INC.
 (Exact name of registrant as specified in its charter)


 
North Carolina
 
13-3951308
 
(State or other jurisdiction of
 
(I.R.S. Employer
 
incorporation or organization)
 
Identification No.)
 
 
 
 
 
1441 Gardiner Lane, Louisville, Kentucky
 
40213
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
Registrant's telephone number, including area code:  (502) 874-8300
 
Former name or former address, if changed since last report:N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 





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 20, 2016, 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
 
299,494,732
 
821,979
 
346,981
 
47,075,056
 
Brian C. Cornell
 
299,008,048
 
876,931
 
778,713
 
47,075,056
 
Greg Creed
 
299,346,992
 
974,251
 
342,449
 
47,075,056
 
David W. Dorman
 
295,355,770
 
4,964,555
 
343,367
 
47,075,056
 
Mirian M. Graddick-Weir
 
296,254,261
 
4,084,447
 
324,984
 
47,075,056
 
Jonathan S. Linen
 
298,213,997
 
2,091,333
 
358,362
 
47,075,056
 
Keith Meister
 
299,414,597
 
895,275
 
353,820
 
47,075,056
 
Thomas C. Nelson
 
299,350,118
 
962,059
 
351,515
 
47,075,056
 
Thomas M. Ryan
 
294,588,278
 
5,732,689
 
342,725
 
47,075,056
 
P. Justin Skala
 
299,172,999
 
1,139,137
 
351,556
 
47,075,056
 
Elane B. Stock
 
296,320,479
 
4,021,774
 
321,439
 
47,075,056
 
Robert D. Walter
 
296,325,626
 
3,986,289
 
351,777
 
47,075,056
 
 
2. The proposal to ratify the appointment of KPMG LLP as the Company's independent auditor for 2016 was approved based upon the following votes:
Votes for approval
344,671,193
 
Votes against
2,542,976
 
Abstentions
524,579
 
There were no broker non-votes for this item.
 
 

3. The proposal to approve, by non-binding advisory vote, the executive compensation of the Company's named executive officers was approved based upon the following votes:
Votes for approval
274,416,119
 
Votes against
24,502,271
 
Abstentions
1,745,302
 
Broker non-votes
47,075,056
 

4. The proposal to approve the Company’s Long Term Incentive Plan as Amended was approved based upon the following votes:
Votes for approval
281,129,017
 
Votes against
18,084,120
 
Abstentions
1,450,555
 
Broker non-votes
47,075,056
 

5. The shareholder proposal concerning responsible and accurate labeling was not voted on because it was not properly presented at the meeting, as neither the shareholder proponent nor their designee was in attendance.












SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 


 
 
 
YUM! BRANDS, INC.
 
 
 
 
(Registrant)
 




Date:
May 24, 2016
 
/s/    John P. Daly
 
 
 
 
Vice President and
 
 
 
 
Associate General Counsel