Yum! 2010 Annual Report

Proxy Statement
9MAR201101440694
for a special meeting must be signed by the requesting shareholders and include information relating to
such shareholders and the business to be brought before the special meeting. Requesting shareholders
must update and supplement any such meeting request so that the information previously provided to the
Secretary of the Company is true and correct as of the record date for the meeting and as of the date that
is ten business days prior to the meeting (or any adjournment or postponement of the meeting). In
determining whether the 25% threshold has been satisfied where multiple requests are submitted, only
requests submitted within 60 days of the first such request and covering substantially the same business to
be brought before the meeting will be considered together and aggregated.
Subject to certain exceptions, no business may be conducted at the special meeting except for business
that is described in the shareholder request and properly brought before the special meeting. In addition, a
special meeting will not be held if (1) the proposed business is to be included at an annual or special
meeting called by the Board of Directors to be held within 90 days after the special meeting request is
received by the Secretary, (2) the business to be covered at the special meeting was previously included at
an annual or special meeting held not more than 12 months before the special meeting request was
delivered to the Secretary or (3) the special meeting request relates to an item of business that is not the
proper subject of shareholder action or was made in a manner that involved a violation of law.
What is the vote required to approve this proposal?
This proposal must be approved by a majority of the shares present in person or represented by proxy
and entitled to vote at the annual meeting. Abstentions and broker non-votes will have the effect of a vote
‘‘Against’’ the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE
AN AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO PERMIT
SHAREHOLDERS TO REQUEST SPECIAL MEETINGS
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