Yum! 2010 Annual Report

Proxy Statement
9MAR201101440694
What am I voting on?
You will be voting on the following 5 items of business at the Annual Meeting:
The election of twelve (12) directors to serve until the next Annual Meeting of Shareholders and
until their respective successors are duly elected and qualified;
The ratification of the selection of KPMG LLP as our independent auditors for the fiscal year
ending December 31, 2011;
An Advisory Vote on Executive Compensation;
An Advisory Vote on Frequency of the Advisory Vote on Executive Compensation; and
An Amendment to the Company’s Restated Articles of Incorporation to permit shareholders to call
Special Meetings.
We will also consider other business that properly comes before the meeting.
Who may vote?
You may vote if you owned YUM common stock as of the close of business on the record date,
March 21, 2011. Each share of YUM common stock is entitled to one vote. As of March 21, 2011, YUM
had 466,853,722 shares of common stock outstanding.
How does the Board of Directors recommend that I vote?
Our Board of Directors recommends that you vote your shares:
‘‘FOR’’ each of the nominees named in this proxy statement for election to the Board;
‘‘FOR’’ the ratification of the selection of KPMG LLP as our independent auditors;
‘‘FOR’’ the proposal regarding an advisory vote on executive compensation;
‘‘ONE YEAR’’ for the proposal regarding an advisory vote on the frequency of the advisory vote on
executive compensation; and
‘‘FOR’’ the proposal regarding shareholders’ right to call a special meeting.
How do I vote before the meeting?
There are three ways to vote before the meeting:
By Internet—If you have Internet access, we encourage you to vote on www.proxyvote.com by
following instructions on the Notice or proxy card;
By telephone—by making a toll-free telephone call from the U.S. or Canada to 1(800) 690-6903 (if
you have any questions about how to vote over the phone, call 1(888) 298-6986); or
By mail—If you received your proxy materials by mail, you can vote by completing, signing and
returning the enclosed proxy card in the postage-paid envelope provided.
If you are a participant in the Direct Stock Purchase Plan, the administrator of this program, as the
shareholder of record, may only vote the shares for which it has received directions to vote from you.
If you are a participant in the YUM! Brands 401(k) Plan (‘‘401(k) Plan’’), Federal law requires us to
send you proxy materials by mail. The trustee of the 401(k) Plan will only vote the shares for which it has
received directions to vote from participants.
Proxies submitted through the Internet or by telephone as described above must be received by
11:59 p.m., Eastern Daylight Saving Time, on May 18, 2011. Proxies submitted by mail must be received
2