Yum! Brands (YUM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 15, 2025, via virtual webcast, with voting on key company and shareholder matters.

• Shareholders of record as of March 19, 2025, are eligible to vote on director elections, auditor ratification, executive compensation, a new long-term incentive plan, and three shareholder proposals.

• The board recommends voting for all management proposals and against all shareholder proposals.

• Proxy materials are available online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of 12 directors to serve until the 2026 annual meeting.

• Ratification of KPMG LLP as independent auditors for fiscal year 2025.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2025 Long Term Incentive Plan, replacing the prior plan and authorizing 19 million shares for equity awards.

• Three shareholder proposals: (1) adoption of WHO guidelines on antimicrobial use in food animals, (2) report on faith-based employee resource groups, (3) independent audit of workplace safety policies.

• The board opposes all three shareholder proposals, citing existing robust policies and industry best practices.

Board of directors and corporate governance

• Board consists of 12 directors, 11 of whom are independent; average tenure is 8 years.

• Board committees: Audit, Management Planning and Development, and Nominating and Governance, all composed of independent directors.

• Annual board and committee self-evaluations, majority voting policy for directors, and proxy access for shareholders.

• Board leadership structure features an independent non-executive chairperson.

• Board diversity matrix and director biographies highlight a range of skills and backgrounds.