Independent
Tenure on this board
9.5 yrs
Also a director at
Synchrony Financial (SYF)
11 nominees · 4 ballot items.
Election of eleven directors; ratification of KPMG LLP as independent auditors for 2026; non-binding advisory vote to approve named executive officer compensation; and a shareholder proposal (The Accountability Board, Inc.) requesting amendment of governing documents to permit shareholders holding 10% of outstanding common stock to call special meetings.
Elect eleven (11) directors to serve until the 2027 Annual Meeting and until their respective successors are duly elected and qualified.
Ratify the selection of KPMG LLP as YUM!'s independent auditors for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation awarded to the Named Executive Officers as disclosed in the proxy statement (a Say-on-Pay vote).
This non-binding management proposal asks shareholders to approve the Company's executive compensation disclosure and the compensation awarded to the Named Executive Officers (NEOs) as described in the proxy statement. Management seeks this advisory approval as part of standard investor feedback practices (a Say-on-Pay vote), using it to validate compensation design and inform future decisions; the Board and the Management Planning and Development Committee will review the voting outcome and consider shareholder concerns in ongoing program design. The Company describes a pay-for-performance program with a high percentage of ‘at-risk’ compensation (including annual cash bonuses and long-term equity awards weighted toward performance share units), stock ownership guidelines and clawback provisions to align executive incentives with long-term shareholder value. The Board’s recommendation to vote FOR emphasizes that the compensation program attracts and retains leadership, links pay to multi-year operating metrics (Core Operating Profit and System Sales Growth) and includes governance safeguards such as independent consultant input and limited perquisites. The advisory vote is non-binding, but management represents it will consider results in future compensation design and engagement with investors. Relevant context includes recent leadership transition (CEO change in 2025), robust shareholder outreach (contacts with largest holders) and the adoption of a new LTIP in 2025, all of which bear on how pay practices map to company strategy. Shareholders should view this proposal as an opportunity to express support or concerns about the structure, metrics and outcomes of executive pay rather than to effect an immediate change in pay arrangements. Given the Board’s affirmative recommendation, a FOR vote signals support for the current compensation philosophy and specific program disclosed in the proxy.
A shareholder proposal from The Accountability Board, Inc. requesting the Board amend governing documents to allow shareholders holding 10% or more of outstanding common stock to call special meetings of shareholders.
The Accountability Board, Inc. proposes reducing YUM’s shareholder special meeting threshold from the current 25% to 10%, arguing shareholders previously approved a 10% threshold in 2010 and that restoring this level would enhance accountability and align YUM with other companies where YUM directors serve. The proponent’s case emphasizes that 10% is a widely recognized and reasonable threshold that balances the ability of shareholders to seek urgent governance action with protection against frivolous or expensive special meetings; it also cites governance highlights at peer companies. Management opposes the proposal, asserting that the existing 25% threshold strikes a better balance between enabling shareholder action and protecting against potential abuse by small, potentially unrepresentative groups, and notes that 25% is the most common threshold among S&P 500 companies that have a special meeting right. The Board also emphasizes administrative and financial burdens associated with special meetings and points to the Company’s robust shareholder engagement program (engaging top holders representing >60% ownership) as an alternative accountability channel that has not shown investor demand for a lower threshold. Company-specific context includes YUM’s shareholder base composition and peer benchmarking (Executive Peer Group), as well as a historical 2010 vote and subsequent Board action to set a 25% threshold, which the proponent contests. The controversy requires shareholders to weigh the benefits of easier access to special meetings (increased accountability and recourse between annual meetings) against the risks of shareholder activism by small groups, potential distraction and cost to the company, and the fact that many peers either have a 25% threshold or no special meeting right at all. Given the Board’s recommendation against the proposal and its stated peer- and engagement-based rationale, the practical effects of a 10% threshold would likely be most significant for activists and large minority holders; investors should consider both governance principles and empirical peer-practice evidence in evaluating the tradeoffs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 18,002,926 | $2.8B |
| 2 | Capital International Investors | 6.1% | 16,825,929 | $2.6B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 13,936,056 | $2.2B |
| 4 | STATE STREET CORP | 4.7% | 12,984,953 | $2.0B |
| 5 | BlackRock, Inc. | 3.9% | 10,808,243 | $1.7B |
| 6 | T. Rowe Price Investment Management, Inc. | 3.6% | 9,881,620 | $1.5B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.7% | 7,427,328 | $1.2B |
| 8 | BlackRock, Inc. | 2.2% | 6,050,957 | $941M |
| 9 | LOOMIS SAYLES CO L P | 1.2% | 3,267,898 | $508M |
| 10 | CITADEL ADVISORS LLC | 1.0% | 2,851,149 | $443M |
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