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Yum! 2010 Annual Report

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Proxy Statement<br />

9MAR201101440694<br />

What am I voting on?<br />

ITEM 4: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE<br />

ON EXECUTIVE COMPENSATION<br />

(Item 4 on the Proxy Card)<br />

As required by SEC rules, we are asking shareholders to vote, on an advisory, non-binding basis, on<br />

how frequently we should present to shareholders the advisory vote on executive compensation. SEC rules<br />

require the Company to submit to a shareholder vote at least once every six years whether advisory votes<br />

on executive compensation should be presented every one, two or three years.<br />

After careful consideration of the frequency alternatives and the expression of views the Company has<br />

received from shareholders on this matter, the Board believes that a one year frequency for conducting an<br />

advisory vote on executive compensation is appropriate for the Company and its shareholders at this time.<br />

Shareholders will specify one of four choices for this proposal on the proxy card: one year, two years,<br />

three years or abstain. While this vote is advisory and non-binding on the Company, the Board of Directors<br />

and the Management Planning and Development Committee will carefully consider the outcome of the<br />

vote, among other factors, when making future decisions regarding the frequency of advisory votes on<br />

executive compensation.<br />

What vote is required to approve this proposal?<br />

Approval of this proposal requires the affirmative vote of a majority of shares present in person or<br />

represented by proxy and entitled to vote at the <strong>Annual</strong> Meeting.<br />

What is the recommendation of the Board of Directors?<br />

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU<br />

VOTE ONE YEAR ON THE FREQUENCY FOR CONDUCTING THE ADVISORY VOTE<br />

ON EXECUTIVE COMPENSATION.<br />

24

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