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 19, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ ] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 





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 19, 2017, 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
 
Paget L. Alves
 
245,147,002
 
842,346
 
426,470
 
49,224,325
 
Michael J. Cavanagh
 
235,878,867
 
10,127,231
 
409,720
 
49,224,325
 
Christopher M. Connor
 
245,160,773
 
838,397
 
416,648
 
49,224,325
 
Brian C. Cornell
 
235,446,878
 
10,551,721
 
417,219
 
49,224,325
 
Greg Creed
 
244,981,455
 
1,019,174
 
415,189
 
49,224,325
 
Mirian M. Graddick-Weir
 
235,785,561
 
10,247,447
 
382,810
 
49,224,325
 
Thomas C. Nelson
 
235,317,406
 
10,681,811
 
416,601
 
49,224,325
 
P. Justin Skala
 
245,262,218
 
739,882
 
413,718
 
49,224,325
 
Elane B. Stock
 
245,176,444
 
846,499
 
392,875
 
49,224,325
 
Robert D. Walter
 
219,127,858
 
26,878,081
 
409,879
 
49,224,325
 
 
2. The proposal to ratify the appointment of KPMG LLP as the Company's independent auditor for 2017 was approved based upon the following votes:
Votes for approval
291,469,018
 
Votes against
3,552,963
 
Abstentions
618,162
 
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
221,204,246
 
Votes against
24,185,480
 
Abstentions
1,026,092
 
Broker non-votes
49,224,325
 

4. The proposal to hold non-binding advisory votes on executive compensation every year was approved, it having received more than a majority of shares cast for one of the three options or abstentions based upon the following votes:
One year
225,185,090
 
Two years
746,675
 
Three years
19,869,103
 
Abstentions
614,950
 
There were no broker non-votes for this item.
 
 

5. The shareholder proposal concerning reducing deforestation 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, 2017
 
/s/    John P. Daly
 
 
 
 
Vice President and
 
 
 
 
Associate General Counsel