1、YUM!BRANDS 2022 ANNUAL REPORTUNLOCKING OPPORTUNITY FORGOOD GROWTHUNLOCKING OPPORTUNITY FOR GOOD GROWTHABOUT THE PAPER USED FOR THIS REPORT The inks used in the printing of this report contain an average of 25%-35%vegetable oils from plant derivatives,a renewable resource.They replace petroleum based

2、 inks as an effort to also reduce volatile organic compounds(VOCs).The cover and all pages of this report were printed using FSCcertified paper made from responsible HIGHLIGHTS (In millions,except for per share amounts)Year-end 2022 2021%B/(W)change Company sales$2,072$2,106 (2)Franchise and propert

3、y revenues 3,096 2,900 7Franchise contributions for advertising and other services 1,674 1,578 6Total revenues$6,842$6,584 4Operating Profit$2,187$2,139 2Net Income$1,325$1,575 (16)Reported Diluted Earnings Per Common Share$4.57$5.21(12)Special Items Diluted Earnings Per Common Share(a).06 .75 NMDil

4、uted Earnings Per Common Share before Special Items(a)$4.51$4.46 1Net Cash Provided by Operating Activities$1,427$1,706(16)(a)See our 2022 Form 10-K for further discussion of Special Items.At Yum!Brands,we have a bold vision for building the worlds most loved,trusted and fastest growing restaurant b

5、rands through our Recipe for Good Growth.As the worlds largest restaurant company,our diversified global system includes approximately 1,500 franchisees operating more than 55,000 restaurants in over 155 countries and territories.Our iconic KFC,Taco Bell,Pizza Hut and The Habit Burger Grill brands d

6、elight millions of customers daily with our craveable food and memorable experiences.We and our franchisees are proud of the meaningful career opportunities we provide to unlock opportunity for team members and for the communities we serve.In 2022,we celebrated our 25th anniversary as a public compa

7、ny.Since 1997,Yum!has delivered total shareholder returns of 14%annually,approximately double the S&P return,reflecting our continued focus on delivering outsized value for our shareholders.These impressive results are a testament to our resilient,diversified business and the strength of our four di

8、stinctive brands.While our first 25 years were remarkable,we are even more confident in our next chapter of growth.Yum!s Recipe for Good Growth is grounded in the idea that our growth and brand relevance will only endure if our brands are inclusive,sustainable and reflective of evolving employee,fra

9、nchisee and stakeholder needs.Were focused on Good priorities that influence long-term Growth and Growth priorities that enable us to expand the Good were able to accomplish.Our Good priorities involve social responsibility,risk management and sustainable stewardship of our People,Food and Planet.Th

10、ese priorities are at the center of how were building a resilient growth business.As a result,were including environmental,social and governance(ESG)priorities into our business strategy and adopting responsible practices that align with our purpose,vision and values.People:We Unlock OpportunityCham

11、pioning equity;inclusion and belonging;education and skills;and entrepreneurship.Food:We Serve Food People TrustGoing above and beyond when it comes to food safety and offering balanced choices.Planet:We Grow SustainablyMinimizing our environmental impact by reducing carbon emissions,plastic waste a

12、nd land use.UNLOCKING OPPORTUNITY FOR GOOD GROWTH!Dear fellow stakeholders:David Gibbs,Chief Executive Officer Yum!Brands,Inc.Our Growth priorities form our framework for building sustainable,long-term results.Outlined below,these priorities drive higher same-store sales and net-new unit growth and

13、serve as our guiding principles across business decisions.Unrivaled Culture&TalentLeveraging our people-first culture to fuel brand performance and franchisee success.Bold Restaurant DevelopmentDriving market and franchise unit expansion with strong economics.Unmatched Operating CapabilityRecruiting

14、 and equipping the best restaurant operators in the world to deliver great customer experiences.Relevant,Easy&Distinctive BrandsInnovating and elevating iconic restaurant brands that people trust and champion.In the spirit of these priorities,we have made strategic investments to gain cutting-edge c

15、apabilities involving consumer insights,leadership development,digital commerce,artificial intelligence(AI)and data analytics,which will help sustain our global growth momentum.Highlights from 2022:During the past year,the advantages of our business model and the commitment of our world-class franch

16、isees have shone brighter than ever.We achieved record-breaking industry development,opening 4,560 restaurants in over 110 countries,resulting in 3,076 net-new units,beating our industry record set the previous year.We reached a new high of$24 billion in digital sales doubling our digital business s

17、ince 2019 demonstrating the power of our digital ecosystem and capabilities of our brands to meet changing consumer needs around the world.Our investments in digital and technology,powered by Yum!s global scale,are enabling Easy Experiences for customers,Easy Operations in our restaurants and Easy I

18、nsights to accelerate profitable growth for franchisees and Yum!.We also made strong progress around our three Good priorities.On People,we are proud that women fill 42%of our senior leadership positions globally.Our commitment is to achieve gender parity in leadership globally by 2030 in alignment

19、with Paradigm for Parity.In addition,we have awarded more than$50 million in funding to over 30 social impact programs across 11 countries through Yum!s global Unlocking Opportunity Initiative,which is our commitment to tackle inequality through equity and inclusion,education and entrepreneurship fo

20、r employees,front-line restaurant teams and communities around the world.On Food,we continue to simplify ingredients in our menu items and are on track to remove artificial colors and flavors from core food ingredients globally by 2025.And on Planet,all brands continue making progress toward our goa

21、l of 100%of our consumer-facing packaging being reusable,recyclable or compostable.In addition,with our science-based targets to reduce greenhouse gas emissions by 46%by 2030,we decreased emissions against our 2019 baseline by approximately 24%for company-owned buildings and restaurants,while our fr

22、anchisees decreased emissions by 20%.To bring these accomplishments to life,let me share specific highlights from each of our brands:KFC is“Always Original.”KFCs global growth engine was unstoppable this past year,expanding its footprint to over 27,000 restaurants by opening nearly 2,500 new units a

23、round the globe.Development was widespread with new units opened in over 100 markets,including significant openings in India,Thailand,Turkey and China.KFC is committed to providing customers with an easy and convenient digital experience and has rapidly grown its omnichannel business.Many of our mar

24、kets are also taking industry-leading positions and making strategic investments to progress and advance our Good agenda.For example,KFC U.K.is in a multi-year partnership with the University of Liverpool to create and build KFCs first net-zero carbon restaurant.Taco Bell is truly a Category of One

25、for Everyone,believing every person deserves the right to Live Ms.In 2022 Taco Bell had a banner year in creating iconic moments within culture,including the return of the fan-favorite Mexican Pizza.Taco Bells digital business keeps growing,reporting 40%growth year over year.The brand also leads the

26、 industry in exciting asset innovation such as the first-of-its-kind Defy restaurant featuring a two-story design with a proprietary vertical lift to transport iconic menu items straight from the kitchen to fans.Additionally,the international business hit a significant development milestone as it re

27、ached 1,000 units globally.Plus,through the Taco Bell Foundation,the brand awarded$8 million in Live Ms Scholarships in 2022,with more than$2 million supporting Taco Bell team members in the U.S.Pizza Hut is focused on ensuring it delivers the joy of pizza through a Hot,Fast and Reliable experience

28、for every customer,a commitment upon which the brand executed by expanding its digital ordering and off-premises channels.Pizza Hut is fully embracing technology on both sides of the counter by developing market-leading partnerships with aggregators around the world and by rolling out Dragontails AI

29、 platform to over 2,500 restaurants across nearly 30 countries.Pizza Hut had an outstanding year of unit growth,opening nearly 1,600 new units.The brand is committed to the pillars of Yum!s Good agenda as evidenced by efforts that include removing 100%of consumer-facing plastic packaging in Taiwan a

30、nd India,as well as investing in initiatives to ensure“An Equal Slice for Everyone”such as vocational training centers in Sri Lanka for marginalized youth.The Habit Burger Grill is the Spirit of Santa Barbara,blending unbeatable hospitality with uncompromising quality.In 2022,The Habits mix of digit

31、al sales reached 35%,a new high.The Habit ended the year with 18%of stores owned by franchisees,up five percentage points from the previous year.Plus,The Habit demonstrated its ability to deliver hand-crafted meals at scale with$2 million in AUVs.In addition,The Habit made significant strides in red

32、ucing its use of plastic,a move that will eliminate 288,000 pounds of plastic each year moving forward.In closing,we wrapped 2022 and Yum!s 25th anniversary with outstanding results.As we enter 2023,we are energized about accelerating our global growth to deliver industry-leading performance,which w

33、ill help maximize value to our shareholders.Thank you to our shareholders,customers and Yum!family for your continued support.David Gibbs,CEOProxy StatementApril 7,2023DearFellowShareholders:On behalf of your Board of Directors,we are pleased to invite you to attend the2023 Annual Meeting of Shareho

34、lders of YUM!Brands,Inc.The Annual Meetingwill be held Thursday,May 18,2023,at 9:00 a.m.,central time,in the YUM!BrandsCenter of Restaurant Excellence at 7100 Corporate Drive in Plano,Texas.We intend to hold our annual meeting in person.However,we continue to monitorthe situation regarding COVID-19

35、closely,taking into account guidance from theCenters for Disease Control and Prevention and the World Health Organization.The health and well-being of our various stakeholders is our top priority.Accordingly,we are planning for the possibility that the annual meeting may berequired to be postponed o

36、r held solely by webcast in the event we orgovernmental officials determine that it is not advisable to hold an in-personmeeting.In the event the annual meeting is postponed or held solely by webcast,we will announce that fact as promptly as practicable,and details on how toparticipate will be issue

37、d by press release,posted on the Investor Relations sectionof our website and filed with the U.S.Securities and Exchange Commission asadditional proxy material.YUM!Brands,Inc,1441 Gardiner LaneLouisville Kentucky 40213Once again,we encourage you to take advantage of the Securities and ExchangeCommis

38、sion rule allowing companies to furnish proxy materials to theirshareholders over the Internet.We believe that this e-proxy process expeditesshareholders receipt of proxy materials,lowers the costs of delivery and helpsreduce environmental impact.Your vote is important.We encourage you to vote promp

39、tly whether or not you plan toattend the meeting.You may vote your shares over the Internet or via a toll-freetelephone number.If you received a paper copy of the proxy card by mail,you maysign,date and mail the proxy card in the envelope provided.Instructions regarding thethree methods of voting pr

40、ior to the meeting are contained on the notice or proxy card.If you plan to attend the meeting in person,please bring your notice,admissionticket from your proxy card or proof of your ownership of YUM common stock as ofMarch 20,2023,as well as valid picture identification.Whether or not you plan toa

41、ttend,we encourage you to consider the matters presented in the proxy statementand vote as soon as possible.Sincerely,David GibbsChief Executive OfficerImportant Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on May 18,2023this notice and the proxy state

42、ment are available at https:/ Annual Report on Form 10-K is available at https:/ StatementYUM!Brands,Inc.1441 Gardiner LaneLouisville,Kentucky 40213Notice of Annual Meeting ofShareholdersThursday,May 18,2023 9:00 a.m.YUM!Brands Center of Restaurant Excellence,7100 Corporate Drive,Plano,Texas 75024.I

43、tems of Business:(1)To elect ten(10)directors to serve until the 2024 Annual Meeting of Shareholders and until their respective successorsare duly elected and qualified.(2)To ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31,2023.(3)To consider and h

44、old an advisory vote on executive compensation.(4)To consider and hold an advisory vote on the frequency of votes on executive compensation.(5)To consider and vote on five(5)shareholder proposals,if properly presented at the meeting.(6)To transact such other business as may properly come before the

45、meeting.Who Can Vote?:You can vote if you were a shareholder of record as of the close of business on March 20,2023.Annual Report:A copy of our 2022 Annual Report on Form 10-K is included with this proxy statement.Website:You may also read the Companys Annual Report and this Notice and proxy stateme

46、nt on our website at https:/ of Mailing:This Notice,the proxy statement and the form of proxy are first being mailed to shareholders on or about April 7,2023.By Order of the Board of DirectorsScott A.CatlettChief Legal&Franchise Officer&Corporate SecretaryProxy StatementYour Vote is ImportantUnder s

47、ecurities exchange rules,brokers cannot vote on your behalf for the election of directors or onexecutive compensation related matters without your instructions.Whether or not you plan to attend the AnnualMeeting,please provide your proxy by following the instructions on your Notice or proxy card.On

48、or about April 7,2023,we mailed to our shareholders a Notice containing instructions on how to access the proxy statement and our AnnualReport and vote online.If you received a Notice by mail,you will not receive a printed copy of the proxy materials in the mail unless you requesta copy.Instead,you

49、should follow the instructions included in the Notice on how to access and review the proxy statementand Annual Report.The Notice also instructs you on how you may submit your vote by proxy over the Internet.If you received the proxy statement and Annual Report in the mail,please submit your proxy b

50、y marking,dating andsigning the proxy card included and returning it promptly in the envelope enclosed.If you are able to attend the AnnualMeeting and wish to vote your shares personally,you may do so at any time before the proxy is exercised.TABLE OF CONTENTSProxy StatementTable of ContentsPROXY ST

51、ATEMENT.1QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING.1GOVERNANCE OF THE COMPANY.7Director Biographies.11Director Compensation.16MATTERS REQUIRING SHAREHOLDER ACTION.26ITEM 1Election of Directors(Item 1 on the Proxy Card).26ITEM 2Ratification of Independent Auditors(Item 2 on the Proxy Card).2

52、7ITEM 3Advisory Vote on Executive Compensation(Item 3 on the Proxy Card).28ITEM 4Advisory Vote on the Frequency of Votes on Executive Compensation(Item 4 on the ProxyCard).29ITEM 5Shareholder Proposal Regarding Issuance of a Report on Efforts to Reduce Plastics Use(Item 5 on the Proxy Card).30ITEM 6

53、Shareholder Proposal Regarding Issuance of Annual Report on Lobbying(Item 6 on the ProxyCard).33ITEM 7Shareholder Proposal Regarding Issuance of Civil Rights and Nondiscrimination Audit Report(Item 7 on the Proxy Card).35ITEM 8Shareholder Proposal Regarding Disclosure of Share Retention Policies for

54、 Named ExecutiveOfficers Through Normal Retirement Age(Item 8 on the Proxy Card).37ITEM 9Shareholder Proposal Regarding Issuance of Report on Paid Sick Leave(Item 9 on the ProxyCard).40STOCK OWNERSHIP INFORMATION.43DELINQUENT SECTION 16(a)REPORTS.45EXECUTIVE COMPENSATION.46Compensation Discussion an

55、d Analysis.46Summary Compensation Table.68All Other Compensation Table.69Grants of Plan-Based Awards.70Outstanding Equity Awards at Year-End.72Option Exercises and Stock Vested.73Pension Benefits.74Nonqualified Deferred Compensation.76Potential Payments Upon Termination or Change in Control.79CEO Pa

56、y Ratio.81PAY VERSUS PERFORMANCE DISCLOSURE.83EQUITY COMPENSATION PLAN INFORMATION.86AUDIT COMMITTEE REPORT.87ADDITIONAL INFORMATION.89iPROXY STATEMENTProxy StatementYUM!Brands,Inc.1441 Gardiner LaneLouisville,Kentucky 40213PROXY STATEMENTFor Annual Meeting of Shareholders To Be Held OnMay 18,2023Th

57、e Board of Directors(the“Board of Directors”or the“Board”)of YUM!Brands,Inc.,a North Carolina corporation(“YUM”orthe“Company”),solicits the enclosed proxy for use at the Annual Meeting of Shareholders of the Company to be held at 9:00a.m.(Central Time),on Thursday,May 18,2023,at the YUM!Brands Cente

58、r of Restaurant Excellence at 7100 CorporateDrive in Plano,Texas.We intend to hold our annual meeting in person.However,we continue to monitor the situation regarding COVID-19 closely,taking into account guidance from the Centers for Disease Control and Prevention and the World Health Organization.T

59、hehealth and well-being of our various stakeholders is our top priority.Accordingly,we are planning for the possibility that theannual meeting may be required to be postponed or held solely by webcast in the event we or governmental officialsdetermine that it is not advisable to hold an in-person me

60、eting.In the event the annual meeting is postponed or held solely bywebcast,we will announce that fact as promptly as practicable,and details on how to participate will be issued by pressrelease,posted on the Investor Relations section of our website and filed with the U.S.Securities and Exchange Co

61、mmissionas additional proxy material.This proxy statement contains information about the matters to be voted on at the Annual Meeting and the voting process,aswell as information about our directors and most highly paid executive officers.QUESTIONS AND ANSWERSABOUT THE MEETING AND VOTINGWhat is the

62、purpose of the Annual Meeting?At our Annual Meeting,shareholders will vote on several important Company matters.In addition,our management willreport on the Companys performance over the last fiscal year and,following the meeting,respond to questions fromshareholders.Why am I receiving these materia

63、ls?The Board has made these materials available to you over the internet or has delivered printed versions of these materials toyou by mail,in connection with the Boards solicitation of proxies for use at the 2023 Annual Meeting of Shareholders(the“Annual Meeting”).The Annual Meeting is scheduled to

64、 be held on Thursday,May 18,2023 at 9:00 a.m.Central Time,at7100 Corporate Drive,Plano,Texas.This solicitation is for proxies for use at the Annual Meeting or at any reconvenedmeeting after an adjournment or postponement of the Annual Meeting.1YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementWhy di

65、d I receive a one-page Notice in the mail regarding the Internetavailability of proxy materials this year instead of a full set of proxymaterials?As permitted by Securities and Exchange Commission(“SEC”)rules,we are making this proxy statement and our AnnualReport available to our shareholders elect

66、ronically via the Internet.On or about April 7,2023,we mailed to our shareholdersa Notice containing instructions on how to access this proxy statement and our Annual Report and vote online.If youreceived a Notice by mail you will not receive a printed copy of the proxy materials in the mail unless

67、you request a copy.TheNotice instructs you on how to access and review all of the important information contained in the proxy statement andAnnual Report.The Notice also instructs you on how you may submit your proxy over the Internet.If you received a Noticeby mail and would like to receive a print

68、ed copy of our proxy materials,you should follow the instructions for requesting suchmaterials contained on the Notice.We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help lower the costsof delivery and reduce the Companys environmental impac

69、t.Who may attend the Annual Meeting?The Annual Meeting is open to all shareholders of record as of close of business on March 20,2023,or their duly appointedproxies.What do I need to bring to attend the Annual Meeting In-Person?You will need valid picture identification and either an admission ticke

70、t or proof of ownership of YUMs common stock to enterthe Annual Meeting.If you are a registered owner,your Notice will be your admission ticket.If you received the proxy statement and Annual Report by mail,you will find an admission ticket attached to the proxy cardsent to you.If you plan to attend

71、the Annual Meeting in person,please so indicate when you vote and bring the ticket withyou to the Annual Meeting.If your shares are held in the name of a bank or broker,you will need to bring your legal proxyfrom your bank or broker and your admission ticket in order to vote at the meeting.If you do

72、 not bring your admission ticket,you will need proof of ownership to be admitted to the Annual Meeting.A recent brokerage statement or letter from a bank orbroker is an example of proof of ownership.If you arrive at the Annual Meeting without an admission ticket,we will admit youonly if we are able

73、to verify that you are a YUM shareholder.Your admittance to the Annual Meeting will depend uponavailability of seating.All shareholders will be required to present valid picture identification prior to admittance.IF YOU DONOT HAVE VALID PICTURE IDENTIFICATION AND EITHER AN ADMISSION TICKET OR PROOF

74、THAT YOU OWN YUMCOMMON STOCK,YOU MAY NOT BE ADMITTED INTO THE ANNUAL MEETING.Please note that cellular and smart phones/devices,computers,cameras,sound or video recording equipment,and othersimilar devices,large bags,briefcases and packages will not be allowed in the meeting room.Seating is limited

75、andadmission is on a first-come,first-served basis.Seating may be further limited if necessary to comply with applicableCOVID-19 safety guidelines.May shareholders ask questions?Yes.Representatives of the Company will answer shareholders questions of general interest following the Annual Meeting.In

76、order to give a greater number of shareholders an opportunity to ask questions,individuals or groups will be allowed to askonly one question and no repetitive or follow-up questions will be permitted.Questions will be answered as time allows.2QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTINGProxy S

77、tatementWho may vote?You may vote if you owned YUM common stock as of the close of business on the record date,March 20,2023.Each shareof YUM common stock is entitled to one vote.As of March 20,2023,YUM had approximately 280 million shares of commonstock outstanding.What am I voting on?You will be v

78、oting on the following nine(9)items of business at the Annual Meeting:?The election of ten(10)directors to serve until the next Annual Meeting of Shareholders and until their respectivesuccessors are duly elected and qualified;?The ratification of the selection of KPMG LLP as our independent auditor

79、s for the fiscal year ending December 31,2023;?An advisory vote on executive compensation;?An advisory vote on the frequency of votes on executive compensation;and?Five(5)shareholder proposals.We will also consider other business that properly comes before the meeting.How does the Board of Directors

80、 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 executiv

81、e compensation;?ONE YEAR as the frequency for holding of advisory votes on executive compensation;and?AGAINST the shareholder proposals.How do I vote before the Annual Meeting?There are three ways to vote before the meeting:?By Internet If you have Internet access,we encourage you to vote on by foll

82、owing instructions onthe 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 anyquestions 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,

83、signing and returning the enclosedproxy card in the postage-paid envelope provided.If you are a participant in the direct stock purchase and dividend reinvestment plan(ComputerShare CIP),as a registeredshareholder,you will receive all proxy materials and may vote your shares according to the procedu

84、res outlined herein.If you are a participant in the YUM!Brands 401(k)Plan(“401(k)Plan”),the trustee of the 401(k)Plan will only vote the sharesfor which it has received directions to vote from you.Proxies submitted through the Internet or by telephone as described above must be received by 11:59 p.m

85、.,Eastern Time,on May 17,2023.Proxies submitted by mail must be received prior to the meeting.Directions submitted by 401(k)Planparticipants must be received by 12:00 p.m.,Eastern Time,on May 16,2023.3YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementAlso,if you hold your shares in the name of a ban

86、k or broker,your ability to vote by the Internet or telephone depends ontheir voting processes.Please follow the directions on your notice carefully.A number of brokerage firms and banksparticipate in a program provided through Broadridge Financial Solutions,Inc.(“Broadridge”)that offers Internet an

87、dtelephone voting options.If your shares are held in an account with a brokerage firm or bank participating in the Broadridgeprogram,you may vote those shares through the Internet at Broadridges voting website()ortelephonically by calling the telephone number shown on the voting instruction form rec

88、eived from your brokerage firm orbank.Votes submitted through the Internet or by telephone through the Broadridge program must be received by 11:59 p.m.,Eastern Time,on May 17,2023.Can I vote at the Annual Meeting?Shares registered directly in your name as the shareholder of record may be voted in p

89、erson at the Annual Meeting.Sharesheld through a broker or nominee may be voted in person only if you obtain a legal proxy from the broker or nominee thatholds your shares giving you the right to vote the shares.Even if you plan to attend the Annual Meeting,we encourage you to vote your shares by pr

90、oxy.You may still vote yourshares in person at the meeting even if you have previously voted by proxy.Can I change my mind after I vote?You may change your vote at any time before the polls close at the Annual Meeting.You may do this by:?Signing another proxy card with a later date and returning it

91、to us prior to the Annual Meeting;?Voting again through the Internet or by telephone prior to 11:59 p.m.,Eastern Time,on May 17,2023;?Giving written notice to the Corporate Secretary of the Company prior to the Annual Meeting;or?Voting again at the Annual Meeting.Your attendance at the Annual Meetin

92、g will not have the effect of revoking a proxy unless you notify our Corporate Secretaryin writing before the polls close that you wish to revoke a previous proxy.Who will count the votes?Representatives of Computershare,Inc.will count the votes and will serve as the independent inspector of electio

93、n.What if I return my proxy card but do not provide voting instructions?If you vote by proxy card,your shares will be voted as you instruct by the individuals named on the proxy card.If you signand return a proxy card but do not specify how your shares are to be voted,the persons named as proxies on

94、 the proxy cardwill vote your shares in accordance with the recommendations of the Board.These recommendations are:?FOR the election of the ten(10)nominees for director named in this proxy statement(Item 1);?FOR the ratification of the selection of KPMG LLP as our independent auditors for the fiscal

95、 year 2023(Item 2);?FOR the proposal regarding an advisory vote on executive compensation(Item 3);?ONE YEAR for the proposal regarding the frequency for holding of advisory votes on executive compensation(Item 4);and?AGAINST the shareholder proposals(Items 5-9).What does it mean if I receive more th

96、an one proxy card?It means that you have multiple accounts with brokers and/or our transfer agent.Please vote all of these shares.Werecommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under thesame name and address.Our transfer agent is Comput

97、ershare,Inc.,which may be reached at 1(888)439-4986 andinternationally at 1(781)575-2879.4QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTINGProxy StatementWill my shares be voted if I do not provide my proxy?Your shares may be voted if they are held in the name of a brokerage firm,even if you do not

98、 provide the brokerage firm withvoting instructions.Brokerage firms have the authority under the New York Stock Exchange rules to vote shares for whichtheir customers do not provide voting instructions on certain“routine”matters.The proposal to ratify the selection of KPMG LLP as our independent aud

99、itors for fiscal year 2023 is considered a routinematter for which brokerage firms may vote shares for which they have not received voting instructions.The other proposalsto be voted on at our Annual Meeting are not considered“routine”under applicable rules.When a proposal is not a routinematter and

100、 the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to thatproposal,the brokerage firm cannot vote the shares on that proposal.This is called a“broker non-vote.”How many votes must be present to hold the Annual Meeting?Your shares are counted

101、 as present at the Annual Meeting if you attend the Annual Meeting in person or if you properlyreturn a proxy by Internet,telephone or mail.In order for us to conduct our Annual Meeting,a majority of the outstandingshares of YUM common stock,as of March 20,2023,must be present or represented by prox

102、y at the Annual Meeting.This isreferred to as a quorum.Abstentions and broker non-votes will be counted for purposes of establishing a quorum at theAnnual Meeting.How many votes are needed to elect directors?You may vote“FOR”each nominee or“AGAINST”each nominee,or“ABSTAIN”from voting on one or more

103、nominees.Unless you mark“AGAINST”or“ABSTAIN”with respect to a particular nominee or nominees,your proxy will be voted“FOR”each of the director nominees named in this proxy statement.In an uncontested election,a nominee will be elected as adirector if the number of“FOR”votes exceeds the number of“AGA

104、INST”votes.Abstentions will be counted as present butnot voted.Abstentions and broker non-votes will not affect the outcome of the vote on directors.Full details of the Companysmajority voting policy are set out in our Corporate Governance Principles at https:/ at page 19 under“What other significan

105、t Board practices does the Company have?MajorityVoting Policy.”How many votes are needed to approve the other proposals?In order to be approved,the ratification of the selection of KPMG LLP as our independent auditor,the approval of theadvisory vote on executive compensation and the approval of the

106、shareholder proposals must receive the“FOR”vote of amajority of the shares,present in person or represented by proxy,and entitled to vote at the Annual Meeting.For each ofthese items,you may vote“FOR”,“AGAINST”or“ABSTAIN.”Abstentions will be counted as shares present and entitled tovote at the Annua

107、l Meeting.Accordingly,abstentions will have the same effect as a vote“AGAINST”the proposals.Brokernon-votes will not be counted as shares present and entitled to vote with respect to the particular matter on which the brokerhas not voted.Thus,broker non-votes will not affect the outcome of any of th

108、ese proposals.With respect to the advisory voteon the frequency of advisory votes on executive compensation,you may vote“ONE YEAR”,“TWO YEARS”or“THREEYEARS”,or you may abstain from voting.The frequency of the advisory vote on executive compensation receiving thegreatest number of votes “ONE YEAR”,“T

109、WO YEARS”OR“THREE YEARS”will be considered the frequencyrecommended by shareholders.Abstentions and broker non-votes will therefore not affect the outcome of this proposal.When will the Company announce the voting results?The Company will announce the voting results of the Annual Meeting on a Curren

110、t Report on Form 8-K filed within fourbusiness days of the Annual Meeting.5YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementWhat if other matters are presented for consideration at the AnnualMeeting?The Company knows of no other matters to be submitted to the shareholders at the Annual Meeting,othe

111、r than the proposalsreferred to in this Proxy Statement.If any other matters properly come before the shareholders at the Annual Meeting,it isthe intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance withtheir best judgment.6GOVERNANCE OF TH

112、E COMPANYProxy StatementGOVERNANCE OF THE COMPANYThe business and affairs of YUM are managed under the direction of the Board of Directors.The Board believes that goodcorporate governance is a critical factor in achieving business success and in fulfilling the Boards responsibilities toshareholders.

113、The Board believes that its practices align management and shareholder interests.The corporate governance section of the Company website makes available the Companys corporate governance materials,including the Corporate Governance Principles(the“Governance Principles”),the Companys Articles of Inco

114、rporation andBylaws,the charters for each Board committee,the Companys Global Code of Conduct,the Companys PoliticalContributions and U.S.Government Advocacy Policy,and information about how to report concerns about the Company.Toaccess these documents on the Companys website,please visit,https:/ Di

115、rector nominees9 Independent nomineesDirectors with experience,qualification and skills across awide range of public and private companiesBoard access to seniormanagement and independent advisorsIndependent non-executive chairpersonIndependent board committeesExecutive sessions of independent direct

116、ors at every regular board and committee meetingRisk oversight by board and its committeesAnnual board and committee self-evaluationsAll directors attended at least 75%of meetings heldYUMs global code of conductPolitical contributions and U.S.government advocacy policyAudit committee complaint proce

117、-dures policy regarding accounting mattersNo hedging or pledging of company stockAnnual election of directorsMajority voting of directorsProxy accessShareholder communication process for communicating with boardActive shareholder engagement programIndependent management planning and development comm

118、itteeIndependent compensation consultantExecutive compensation is highly performance-based to align with shareholder interests and promote company business strategyAt-risk pay tied to performanceStrong stock ownership guidelinesNo employment agreements or guaranteed bonusesCompensation recovery poli

119、cy(clawback)applies to equity and bonus awardsDouble trigger vesting upon change in controlNo excise tax gross upCORPORATE GOVERNANCESHAREHOLDER RIGHTSGovernance HighlightsCOMPENSATION7YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementWhat is the composition of the Board of Directors and how often a

120、remembers elected?Our Board of Directors presently consists of 10 directors whose terms expire at this Annual Meeting.Our directors areelected annually.The average director tenure is 7 years,with our longest-and shortest-tenured directors having served for17 years(Mr.Nelson)and for 3 years(Mr.Barr a

121、nd Ms.Young-Scrivner),respectively.As discussed in more detail later in this section,the Board has determined that 9 of the 10 individuals standing for electionare independent under the rules of the New York Stock Exchange(“NYSE”).The director tenure of the 10 individualsstanding for election is ref

122、lected in the following chart:5 DirectorsDirector Tenure3 Directors2 Directors0-3 Years4-7 Years8-17 YearsHow often did the Board meet in 2022?The Board of Directors met 5 times during 2022.Each of the directors who served in 2022 attended at least 75%of themeetings of the Board and the committees o

123、f which he or she was a member and that were held during the period he or sheserved as a director.What is the Boards policy regarding director attendance at the AnnualMeeting of Shareholders?The Board of Directors policy is that all directors should attend the Annual Meeting and all persons then ser

124、ving as directorsattended the 2022 Annual Meeting.How does the Board select nominees for the Board?The Nominating and Governance Committee considers candidates for Board membership suggested by its members andother Board members,as well as management and shareholders.The Committees charter provides

125、that it may retain a third-party executive search firm to identify candidates from time to time.In accordance with the Governance Principles,our Board seeks members from diverse professional backgrounds whocombine a broad spectrum of experience and expertise with a reputation for integrity.Directors

126、 should have experience inpositions with a high degree of responsibility,be leaders in the companies or institutions with which they are affiliated and areselected based upon contributions they can make to the Board and management.The Committees assessment of aproposed candidate will include a revie

127、w of the persons judgment,experience,independence,understanding of theCompanys business or other related industries and such other factors as the Nominating and Governance Committee8GOVERNANCE OF THE COMPANYProxy Statementdetermines are relevant in light of the needs of the Board of Directors.The Co

128、mmittee believes that its nominees shouldreflect a diversity of experience,gender,race,ethnicity and age.The Committee also considers such other relevant factorsas it deems appropriate,including the current composition of the Board,the balance of management and independentdirectors,the need for Audi

129、t Committee expertise and the evaluations of other prospective nominees,if any.In connection with this evaluation,it is expected that each member of the Nominating and Governance Committee willinterview the prospective nominee before the prospective nominee is presented to the full Board for conside

130、ration.Aftercompleting this evaluation and interview process,the Committee will make a recommendation to the full Board as to theperson(s)who should be nominated by the Board,and the Board determines the nominee(s)after considering therecommendation and report of the Committee.The Companys strategic

131、 vision is grounded in our“Recipe for Good Growth.”Our Recipe for Good Growth focuses on fourgrowth drivers intended to accelerate same-store sales growth and net-new restaurant development at KFC,Pizza Hut andTaco Bell around the world.The Company remains focused on building the worlds most loved,t

132、rusted and fastest growingrestaurant brands by:?Growing Unrivaled Culture and Talent to leverage our culture and people capability to fuel brand performance andfranchise success;?Developing Unmatched Operating Capability,by recruiting and equipping the best restaurant operators in the world todelive

133、r great customer experiences;?Building Relevant,Easy and Distinctive Brands,by innovating and elevating iconic restaurant brands people trust andchampion;and?Achieving Bold Restaurant Development by driving market and franchise expansion with strong economics and value.We look for director candidate

134、s who have the skills and experience necessary to help us achieve success with respect to thefour growth drivers and the Companys implementation of its“Recipe for Good Growth,”including our continued focus on ourPeople,Food and Planet strategy.As a result,the skills that our directors possess are th

135、oroughly considered to ensure thatthey align with the Companys goals.The following table describes key characteristics of the Companys“Recipe for Good Growth”and indicates how the skills ourBoard collectively possesses positively impacts the growth drivers:Growing Unrivaled Culture and Talent,by lev

136、eraging our culture andpeople capability to fuel brandperformance and franchise success.Building Relevant,Easy and Distinctive Brands,by innovating and elevating iconic restaurant brands people trust and champion.Achieving Bold Restaurant Development,by driving market and franchise expansion with st

137、rong economics.Developing Unmatched Operating Capability,by recruiting and equipping the best restaurant operators in the world to deliver great customer experiences.Talent Development.Experience building the knowledge,skills and abilities of employees and helping them develop and achieve their pote

138、ntial within an organization.Marketing/Brand Management.Experience marketing and managing well-known brands or the types of products and experiences we sell.Global Experience.Experience at multinational companies or in international markets,which provides useful business and cultural perspectives.In

139、dustry/Operations.Experience and understanding of operational and strategic issues facing large restaurant or consumer service driven companies.Leadership Experience.business leader who demonstrates strong abilities to motivate and manage others and to effectively manage organizations.Technology or

140、Digital.Experience in leadership and understanding of technology,digital platforms and new media,cybersecurity,and data analytics.Finance.stewardship.9YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementOur“Recipe for Good Growth”also provides a roadmap for social responsibility,risk management and su

141、stainablestewardship of People,Food and Planet.This allows us to elevate the importance of people and continue building anequitable and inclusive culture that,in turn,helps us better serve our customers and the communities where we operate.Guided by this Recipe,we will strive to unlock potential in

142、people and communities,grow sustainably and continue to servedelicious food that people trust.We believe that each of our directors has met the guidelines set forth in the Governance Principles.As noted in the directorbiographies that follow in this section,our directors have experience,qualificatio

143、ns and skills across a wide range of publicand private companies,possessing a broad spectrum of experience both individually and collectively.In addition to theinformation provided in the director biographies,our director nominees qualifications,experiences and skills are summarizedin the following

144、matrix.This matrix is intended to provide a summary of our directors qualifications and should not beconsidered to be a complete list of each nominees strengths and contributions to the Board.Experience/BackgroundLeadership ExperienceGlobal ExperienceFinanceIndustry/OperationsMarketing/Brand Managem

145、entTalent DevelopmentTechnology or DigitalAlvesBarrConnorCornellDomierGibbsGraddick-WeirNelsonSkalaYoung-ScrivnerFor a shareholder to submit a candidate for consideration by the Nominating and Governance Committee,a shareholdermust notify YUMs Corporate Secretary,at YUM!Brands,Inc.,1441 Gardiner Lan

146、e,Louisville,Kentucky 40213.Therecommendation must contain the information described on page 90.10GOVERNANCE OF THE COMPANYProxy StatementDirector BiographiesAge:68 IndependentFavorite YUM!Brands Food:Chicken ChalupasPaget L.Alves|Director Since 2016BackgroundPaget L.Alves served as Chief Sales Offi

147、cer of Sprint Corporation,a wireless and wireline communications services provider,fromJanuary 2012 to September 2013 after serving as President of thatcompanys Business Markets Group beginning in 2009.Mr.Alvescurrently serves on the boards of directors of Assurant,Inc.andSynchrony Financial.He is a

148、lso Chairman of the Board of SorensonCommunications,LLC and serves as a member of the Board ofManagers of Ariel Alternatives.Mr.Alves has previously served asa Director of International Game Technology PLC.Specific Qualifications,Experience,Skills and Expertise:?Operating,finance and management expe

149、rience,including asChief Sales Officer of a wireless and wireline communicationscompany?Global sales experience?Public company directorship and committee experienceOther PublicCompanies?Assurant,Inc.?SynchronyFinancialCommittees?Audit,ChairAge:52 IndependentFavorite YUM!Brands Food:7 Layer BurritoKe

150、ith Barr|Director Since 2020BackgroundKeith Barr is the Chief Executive Officer of InterContinental HotelsGroup plc(IHG),a predominately franchised,global organizationthat includes brands such as InterContinental Hotels&Resorts,Holiday Inn Family and Crowne Plaza Hotels&Resorts.He hasserved in this

151、role since July 2017.He served as Chief CommercialOfficer of IHG from 2013 to July 2017 and prior to that,as ChiefExecutive Officer of IHGs Greater China business.Prior to thisposition,Mr.Barr served IHG in a number of senior positions inIHGs Americas and Asia,Middle East and Africa(AMEA)regions.Spe

152、cific Qualifications,Experience,Skills and Expertise:?Operating and management experience,including as ChiefExecutive Officer of a franchised,global company?Expertise in strategic planning,branding and corporateleadershipCompanies OtherPublic?NoneCommittees?ManagementPlanning andDevelopment11YUM!BRA

153、NDS,INC.2023 PROXY STATEMENTProxy StatementAge:67 IndependentFavorite YUM!Brands Food:Chicken Pot PieChristopher M.Connor|Director Since 2017BackgroundChristopher M.Connor served as Chairman and Chief ExecutiveOfficer of The Sherwin-Williams Company,a global manufacturer ofpaint,architectural coatin

154、gs,industrial finishes and associatedsupplies,until 2016.Mr.Connor held a number of executivepositions at Sherwin-Williams beginning in 1983.He served as ChiefExecutive Officer from 1999 to 2015 and Chairman from 2000 to2016.He currently serves on the board of International PaperCompany.Mr.Connor pr

155、eviously served as a Director of EatonCorporation plc.Specific Qualifications,Experience,Skills and Expertise:?Operating and management experience,including as Chairmanand CEO of a Fortune 500 company?Expertise in marketing,human resources,talent development,public company executive compensation,pla

156、nning andoperational and financial processes?Public company directorship and committee experienceCompanies OtherPublic?International PaperCompanyCommittees?ManagementPlanning andDevelopment,ChairAge:64 Independent,Non-ExecutiveChairmanFavorite YUM!Brands Food:Classic Bean Burrito Brian C.Cornell|Dir

157、ector Since 2015BackgroundBrian C.Cornell joined the Yum!Brands Board in 2015 and hasserved as Non-Executive Chairman since November 2018.Mr.Cornell is Chairperson and Chief Executive Officer of TargetCorporation,a general merchandise retailer.He has held thisposition since August 2014.Mr.Cornell se

158、rved as the ChiefExecutive Officer of PepsiCo Americas Foods,a division of PepsiCo,Inc.from March 2012 to July 2014.From April 2009 to January2012,Mr.Cornell served as the Chief Executive Officer andPresident of Sams Club,a division of Wal-Mart Stores,Inc.and asan Executive Vice President of Wal-Mar

159、t Stores,Inc.He has been aDirector of Target Corporation since 2014.He has previously servedas a Director of Home Depot,OfficeMax,Polaris Industries Inc.,Centerplate,Inc.and Kirin-Tropicana,Inc.Specific Qualifications,Experience,Skills and Expertise:?Operating and management experience,including as

160、Chairmanand Chief Executive Officer of a merchandise retailer?Expertise in strategic planning,retail business,branding andcorporate leadership?Public company directorship experience and committeeexperienceCompanies OtherPublic?Target CorporationCommittees?ManagementPlanning andDevelopment?Nominating

161、 andGovernance12GOVERNANCE OF THE COMPANYProxy StatementAge:57 IndependentFavorite YUM!Brands Food:Thin VeggieLovers PizzaTanya L.Domier|Director Since 2018BackgroundTanya L.Domier retired as Chief Executive Officer of AdvantageSolutions,Inc.,a North American provider of outsourced sales,marketing a

162、nd business solutions in 2022.Prior to serving asAdvantage Solutions CEO,Ms.Domier served as its President andChief Operating Officer from 2010 to 2013.Ms.Domier joinedAdvantage Solutions in 1990 from the J.M.Smucker Company andhas held a number of executive level roles in sales,marketing andpromoti

163、ons.Ms.Domier served as Board Chairperson of AdvantageSolutions,a position she held since 2006,until April 1,2023 andpreviously served as a director of Nordstrom,Inc.Specific Qualifications,Experience,Skills and Expertise:?Operating and management experience as Chief ExecutiveOfficer?Expertise in st

164、rategic planning,finance,global commerce andcorporate leadership?Public company directorship and committee experienceCompanies OtherPublic?NoneCommittees?AuditAge:60 Favorite YUM!Brands Food:Award WinningCharburgerDavid W.Gibbs|Director Since 2019BackgroundDavid W.Gibbs is the current Chief Executiv

165、e Officer of YUM.Hehas served in that position since January 2020.Prior to that,heserved as President and Chief Operating Officer from August 2019to December 2019,as President,Chief Operating Officer and ChiefFinancial Officer from January 2019 to August 2019 and asPresident and Chief Financial Offi

166、cer from May 2016 to December2018.Previously,Mr.Gibbs served as the Chief Executive Officer ofthe Companys Pizza Hut Division from January 2015 until April2016 and was its President from January 2014 through December2014.Mr.Gibbs served as a director of Sally Beauty Holdings fromMarch 2016 until Jan

167、uary 2020.Mr.Gibbs has served as a directorof Under Armour since September 2021.Specific Qualifications,Experience,Skills and Expertise:?Operational and global management experience,including asChief Executive Officer,Chief Operating Officer and ChiefFinancial Officer of the Company?Expertise in fin

168、ance,strategic planning,global branding,franchising and corporate leadership?Public company directorship and committee experienceCompanies OtherPublic?Under ArmourCommittees?None13YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementAge:68IndependentFavorite YUM!Brands Food:Hot WingsMirian M.Graddick-W

169、eir|Director Since 2012BackgroundMirian M.Graddick-Weir retired as Executive Vice President ofHuman Resources for Merck&Co.,Inc.,a pharmaceutical company,in November 2018.She had held that position since 2008.From2006 until 2008,she was Senior Vice President of HumanResources of Merck&Co.,Inc.Prior

170、to this position,she served asExecutive Vice President of Human Resources of AT&T Corp.from2001 to 2006.Ms.Graddick-Weir has served as a director ofBooking Holdings,Inc.since June 2018.Specific Qualifications,Experience,Skills and Expertise:?Management experience,including as Executive Vice Presiden

171、tof human resources for a pharmaceutical company?Expertise in global human resources,corporate governance andpublic company compensation?Public company directorship and committee experienceCompanies OtherPublic?Booking Holdings,Inc.Committees?ManagementPlanning andDevelopment?Nominating andGovernanc

172、e,ChairAge:60 IndependentFavorite YUM!Brands Food:PepperoniLovers PizzaThomas C.Nelson|Director Since 2006BackgroundThomas C.Nelson is President and Chief Executive Officer ofNational Gypsum Company,a building products manufacturer.Hehas held this position since 1999 and was elected Chairman of theB

173、oard in January 2005.From 1995 to 1999,Mr.Nelson served asthe Vice Chairman and Chief Financial Officer of National Gypsum.Mr.Nelson previously worked for Morgan Stanley&Co.and in theUnited States Defense Department as Assistant to the Secretary andwas a White House Fellow.He serves as a director of

174、 Atrium Healthand previously served as a director for the Federal Reserve Bank ofRichmond.Specific Qualifications,Experience,Skills and Expertise:?Operational and management experience,including as Presidentand Chief Executive Officer of a building products manufacturer?Senior government experience

175、as Assistant to the Secretary ofthe United States Defense Department and as a White HouseFellow?Expertise in finance,strategic planning,business developmentand retail business?Public company directorship and committee experienceCompanies OtherPublic?NoneCommittees?ManagementPlanning andDevelopment?N

176、ominating andGovernance14GOVERNANCE OF THE COMPANYProxy StatementAge:63IndependentFavorite YUM!Brands Food:KFC Bucket of OriginalRecipe ChickenP.Justin Skala|Director Since 2016BackgroundP.Justin Skala is the Executive Chairman of Standard BuildingSolutions and has held that role since his appointme

177、nt in February2023.Prior to that he was Chief Executive Officer of BMI Group,thelargest manufacturer of flat and pitched roofing and waterproofingsolutions throughout Europe.He served in that role beginningSeptember 1,2019.Prior to joining BMI Group,Mr.Skala served asExecutive Vice President,Chief G

178、rowth and Strategy Officer for theColgate-Palmolive Company,from July 2018 until July 2019.From2016 until 2018 he served as Chief Operating Officer,North America,Europe,Africa/Eurasia and Global Sustainability for Colgate-PalmoliveCompany.From 2013 to 2016 he was President of Colgate-NorthAmerica an

179、d Global Sustainability for Colgate-Palmolive Company.From 2010 to 2013 he was the President of Colgate Latin America.From 2007 to 2010,he was President of Colgate Asia.Specific Qualifications,Experience,Skills and Expertise:?Global operating and management experience,including asChief Executive Off

180、icer at a large international manufacturer andas President of major divisions of a consumer products company?Expertise in branding,marketing,finance,sales,strategicplanning and international business developmentCompanies OtherPublic?NoneCommittees?AuditAge:54 IndependentFavorite YUM!Brands Food:KFC

181、SpicyChickenSandwichAnnie Young-Scrivner|Director Since 2020BackgroundAnnie Young-Scrivner has served as the Chief Executive Officer ofWella Company,the parent of beauty brands,including Clairol andOPI,since 2020.Prior to this role,Ms.Young-Scrivner was ChiefExecutive Officer of Godiva Chocolatier,I

182、nc.,a manufacturer of Belgianchocolates.Prior to joining Godiva in August 2017,Ms.Young-Scrivner was Executive Vice President,Global Digital&LoyaltyDevelopment with Starbucks Corporation from 2015 until her departurein April 2017.At Starbucks,Ms.Young-Scrivner also served asPresident,Teavana&Executi

183、ve Vice President of Global Tea from2014 to 2015,Global Chief Marketing Officer&President of Tazo Teafrom 2009 to 2012,and President of Starbucks Canada from 2012 to2014.Prior to joining Starbucks,Ms.Young-Scrivner held seniorleadership positions at PepsiCo,Inc.in sales,marketing and generalmanageme

184、nt,including her role as Region President of PepsiCo FoodsGreater China from 2006 to 2008.She previously served as a directorof Tiffany&Co.and Macys,Inc.Specific Qualifications,Experience,Skills and Expertise:?Operating and management experience,including as ChiefExecutive Officer of consumer goods

185、company?Public company directorship and committee experienceCompanies OtherPublic?NoneCommittees?AuditIf elected,we expect that all of the aforementioned nominees will serve as directors and hold office until the 2024 AnnualMeeting of Shareholders and until their respective successors have been elec

186、ted and qualified.15YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementDirector CompensationHow are directors compensated?EmployeeDirectorsEmployee directors do not receive additional compensation for serving on the Board ofDirectors.Non-EmployeeDirectors AnnualCompensationThe annual compensation for

187、 each non-employee Director is summarized in the table below.For 2022,each non-employee Director received an annual stock grant retainer with a fairmarket value of$260,000.Directors may request to receive up to one-half of their stockretainer in cash.The request must be submitted to the Chair of the

188、 Management Planning andDevelopment Committee.Directors may also defer payment of their retainers pursuant to theDirectors Deferred Compensation Plan.Deferrals are invested in phantom Company stockand paid out in shares of Company stock.Deferrals may not be made for less than two years.Chairpersonof

189、 the Boardand CommitteeChairpersonRetainersIn recognition of their added duties,the Chairperson of the Board(Mr.Cornell in 2022)receives an additional$170,000 stock retainer annually and the Chairs of the Audit Committee(Mr.Alves in 2022),Management Planning and Development Committee(Mr.Connor in 20

190、22)and the Nominating and Governance Committee(Ms.Graddick-Weir in 2022)each receive anadditional$25,000,$20,000 and$20,000 annual stock retainer,respectively.These committeechairperson retainers were paid in February of 2022.Initial Stock Grantupon JoiningBoardNon-employee directors also receive a

191、one-time stock grant with a fair market value of$25,000 on the date of grant upon joining the Board,distribution of which is deferred untiltermination from the Board.Matching GiftsTo further YUMs support for charities,non-employee directors are able to participate in theYUM!Brands,Inc.Matching Gifts

192、 Program on the same terms as members of YUMsexecutive team.Under this program,the YUM!Brands Foundation will match up to$10,000 ayear in contributions by the director to a charitable institution approved by the YUM!BrandsFoundation.At its discretion,the Foundation may match director contributions e

193、xceeding$10,000.InsuranceWe also pay the premiums on directors and officers liability and business travel accidentinsurance policies.The annual cost of this coverage was approximately$2 million.This is notincluded in the tables below as it is not considered compensation to the directors.In setting d

194、irector compensation,the Company considers the significant amount of time that directors expend infulfilling their duties to the Company as well as the skill level required by the Company of members of the Board.The Board reviews each element of director compensation at least every two years.In Nove

195、mber 2022,the Management Planning and Development Committee of the Board(“Committee”)benchmarked the Companys director compensation against director compensation from the CompanysExecutive Peer Group discussed at page 64.Data for this review was prepared for the Committee by itsindependent consultan

196、t,Meridian Compensation Partners LLC.This data revealed that the Companys totaldirector compensation was below market median measured against this benchmark,that the retainer paid to ourNon-Executive Chairperson is at market median and that the retainers paid to the Chairpersons of theManagement Pla

197、nning and Development Committee and Nominating and Governance Committee weregenerally consistent with market practice,while the Audit Committee chair retainer was approximately$5,000below market median.Based on this data,the Committee recommended a$20,000 increase to the annualamount paid to the Dir

198、ectors,raising their retainer to$280,000 annually.The Audit Committee Chairs retainerwas also increased by$5,000(to$30,000 annually),to better align with market practice.The retainers paid tothe Non-Executive Chairperson and the chairs of the Management Planning and Development and Nominatingand Gov

199、ernance Committees were not increased.16GOVERNANCE OF THE COMPANYProxy StatementNameFees Earned orPaid in Cash($)StockAwards($)(1)Option/SARAwards($)(2)All OtherCompensation($)(3)Total($)(a)(b)(c)(d)(e)(f)Alves,Paget285,00010,000295,000Barr,Keith260,00010,000270,000Connor,Christopher280,000280,000Co

200、rnell,Brian430,000430,000Domier,Tanya260,000260,000Graddick-Weir,Mirian280,000602280,602Hobart,Lauren260,000260,000Nelson,Thomas260,000260,000Skala,Justin260,000260,000Stock,Elane260,000260,000Young-Scrivner,Annie260,00010,000270,000(1)Amounts in column(c)represent the grant date fair value for annu

201、al stock retainer awards,Committee Chairperson retainer awards,andNon-Executive Chairperson awards granted to directors in 2022.Retainer awards for new directors are pro-rated for partial years of service.(2)At December 31,2022,the aggregate number of stock appreciation rights(“SARs”)awards outstand

202、ing for each non-employee directorwas:NameSARsAlves,PagetBarr,KeithConnor,ChristopherCornell,Brian6,491Domier,TanyaHobart,LaurenGraddick-Weir,Mirian14,622Nelson,Thomas14,622Skala,Justin4,646Stock,Elane10,003Young-Scrivner,Annie(3)Amounts in this column represent charitable matching gifts except for

203、with respect to Ms.Graddick-Weir,for whom these amountsrepresent personal use of corporate aircraft.What are the Companys policies and procedures with respect to relatedperson transactions?Under the Companys policies and procedures for the review of related person transactions the Nominating and Gov

204、ernanceCommittee reviews related person transactions in which we are or will be a participant to determine if they are in the bestinterests of our shareholders and the Company.Transactions,arrangements,or relationships or any series of similartransactions,arrangements or relationships in which a rel

205、ated person had or will have a material interest and that exceed$100,000 are subject to the Nominating and Governance Committees review.Any member of the Nominating andGovernance Committee who is a related person with respect to a transaction under review may not participate in thedeliberation or vo

206、te respecting approval or ratification of the transaction.17YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementRelated persons are directors,director nominees,executive officers,holders of 5%or more of our voting stock and theirimmediate family members.Immediate family members are spouses,parents,ste

207、pparents,children,stepchildren,siblings,daughters-in-law,sons-in-law and any person,other than a tenant or domestic employee,who resides in the household of adirector,director nominee,executive officer or holder of 5%or more of our voting stock.After its review,the Nominating and Governance Committe

208、e may approve the transaction.The related person transactionpolicies and procedures provide that certain transactions are deemed to be pre-approved,even though they exceed$100,000.Pre-approved transactions include employment of executive officers,director compensation,and transactions withother comp

209、anies if the aggregate amount of the transaction does not exceed the greater of$1 million or 2%of that othercompanys total revenues and the related person is not an executive officer of that other company.Does the Company require stock ownership by directors?The Board believes that the number of sha

210、res of the Companys common stock owned by each non-management director isa personal decision;however,the Board strongly supports the position that non-management directors should own ameaningful number of shares in the Company and expects that each non-management director will(i)own Companycommon sh

211、ares with a value of at least five times the annual Board retainer;(ii)accumulate those shares during the first fiveyears of the directors service on the Board;and(iii)hold these shares at least until the director departs the Board.Eachdirector may sell enough shares to pay taxes in connection with

212、the receipt of his or her retainer or the exercise of stockappreciation rights and the ownership guideline will be adjusted to reflect the sale to pay taxes.How much YUM stock do the directors own?Stock ownership information for each director is shown in the table on page 44.Does the Company have st

213、ock ownership guidelines for executives andsenior management?The Committee has adopted formal stock ownership guidelines that set minimum expectations for executive and seniormanagement ownership.These guidelines are discussed on page 66.The Company has maintained an ownership culture among its exec

214、utive and senior managers since its formation.Substantially all executive officers and members of senior management hold stock well in excess of the guidelines.How Can Shareholders Nominate for the Board?Director nominations for inclusion in YUMs proxy materials(Proxy Access).Our bylaws permit a sha

215、reholder,or groupof up to 20 shareholders,owning continuously for at least three years shares of YUM stock representing an aggregate of atleast 3%of our outstanding shares,to nominate and include in YUMs proxy materials director nominees constituting up to20%of YUMs Board,provided that the sharehold

216、er(s)and nominee(s)satisfy the requirements in YUMs bylaws.Notice ofproxy access director nominees for the 2024 Annual Meeting of Shareholders must be received by us no earlier thanNovember 9,2023,and no later than December 9,2023.Director nominations to be brought before the 2024 Annual Meeting of

217、Shareholders.Director nominations that ashareholder intends to present at the 2024 Annual Meeting of Shareholders,other than through the proxy access proceduresdescribed above,must have been received no later than February 18,2024.These nominations must be submitted by ashareholder in accordance wit

218、h the requirements specified in YUMs bylaws.Where to send director nominations for the 2024 Annual Meeting of Shareholders.Director nominations brought byshareholders must be delivered to YUMs Corporate Secretary by mail at YUM!Brands,Inc.,1441 Gardiner Lane,Louisville,Kentucky 40213 and received by

219、 YUMs Corporate Secretary by the dates set forth above.18GOVERNANCE OF THE COMPANYProxy StatementWhat is the Boards leadership structure?In November 2018,Brian C.Cornell assumed the position of Non-Executive Chairperson of the Board.Applying ourCorporate Governance Principles,the Board determined th

220、at based on Mr.Cornells independence,it would not appoint aLead Director when Mr.Cornell became Non-Executive Chairperson.The Nominating and Governance Committee annually reviews the Boards leadership structure and evaluates theperformance and effectiveness of the Board of Directors.The Board retain

221、s the authority to modify its leadership structure inorder to stay current with our Companys circumstances and advance the best interests of the Company and its shareholdersas and when appropriate.The Boards annual self-evaluation includes questions regarding the Boards opportunities for opencommuni

222、cation and the effectiveness of executive sessions.The Companys Governance Principles provide that the Chief Executive Officer(“CEO”)may serve as Chairperson of theBoard.These Principles also provide for an independent Lead Director when the CEO is serving as Chairperson.During2022,our CEO did not s

223、erve as Chairperson.Our Board believes that Board independence and oversight of managementare effectively maintained through a strong independent Chairperson or Lead Director and through the Boards composition,committee system and policy of having regular executive sessions of non-employee directors

224、,all of which are discussedbelow.As Non-Executive Chairperson,Mr.Cornell is responsible for supporting the CEO on corporate strategy along withleadership development.Mr.Cornell also works with the CEO in setting the agenda and schedule for meetings of the Board,in addition to performing the duties t

225、hat would otherwise be performed by a Lead Director,as described below.As CEO,Mr.Gibbs is responsible for leading the Companys strategies,organization design,people development andculture,and for providing the day-to-day leadership over operations.To ensure effective independent oversight,the Board

226、has adopted a number of governance practices discussed below.What are the Companys governance policies and ethical guidelines?Board Committee Charters.The Audit,Management Planning and Development,and Nominating and GovernanceCommittees of the YUM Board of Directors operate pursuant to written chart

227、ers.These charters were approved by theBoard of Directors and reflect certain best practices in corporate governance.These charters comply with therequirements of the NYSE.Each charter is available on the Companys website at https:/investors.YUM.com/governance/committee-composition-and-charters/.?Go

228、vernance Principles.The Board of Directors has documented its corporate governance guidelines in the YUM!Brands,Inc.Corporate Governance Principles.These guidelines are available on the Companys website at https:/investors.YUM.com/governance/governance-documents/.?Ethical Guidelines.YUMs Global Code

229、 of Conduct was adopted to emphasize the Companys commitment to thehighest standards of business conduct.The Code of Conduct also sets forth information and procedures for employees toreport misconduct,ethical or accounting concerns,or other violations of the Code of Conduct in a confidential manner

230、.The Code of Conduct applies to the Board of Directors and all employees of the Company,including the principalexecutive officer,the principal financial officer and the principal accounting officer.Our directors and the senior-mostemployees in the Company are required to regularly complete a conflic

231、ts of interest questionnaire and certify in writingthat they have read and understand the Code of Conduct.The Code of Conduct is available on the Companys website athttps:/investors.YUM.com/governance/governance-documents/.The Company intends to post amendments to or waiversfrom its Code(to the exte

232、nt applicable to the Board of Directors or executive officers)on this website.What other significant Board practices does the Company have?Private Executive Sessions.Our non-management directors meet in executive session at each regular Board meeting.The executive sessions are attended only by the n

233、on-management directors and are presided over by the Lead Directoror our Non-Executive Chairperson,as applicable.Our independent directors meet in executive session at least once peryear.?Role of Lead Director.Our Governance Principles require the election,by the independent directors,of a Lead Dire

234、ctorwhen the CEO is also serving as Chairperson.19YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementThe Board currently does not have a Lead Director,and the duties of the Lead Director are fulfilled by Mr.Cornell asNon-Executive Chairperson.Since Mr.Cornell is independent,the Board determined that

235、it would not appoint a separateLead Director upon Mr.Cornells appointment as Non-Executive Chairperson.The Lead Director position is structured so that one independent Board member is empowered with sufficient authority toensure independent oversight of the Company and its management.The Lead Direct

236、or position has no term limit and issubject only to annual approval by the independent members of the Board.Based upon the recommendation of theNominating and Governance Committee,the Board has determined that the Lead Director,when appointed,is responsiblefor:(a)Presiding at all executive sessions

237、of the Board and any other meeting of the Board at which the Chairperson is notpresent,and advising the Chairperson and CEO of any decisions reached or suggestions made at any executivesession,(b)Approving in advance agendas and schedules for Board meetings and the information that is provided to di

238、rectors,(c)If requested by major shareholders,being available for consultations and direct communication,(d)Serving as a liaison between the Chairperson and the independent directors,and(e)Calling special meetings of the independent directors.?Advance Materials.Information and data important to the

239、directors understanding of the business or matters to beconsidered at a Board or Board committee meeting are,to the extent practical,distributed to the directors sufficiently inadvance of the meeting to allow careful review prior to the meeting.?Board and Committees Evaluations.The Board has an annu

240、al self-evaluation process that is led by the Nominatingand Governance Committee.This assessment focuses on the Boards contribution to the Company and emphasizesthose areas in which the Board believes a better contribution could be made.As a part of this process,the Chairperson ofthe Board or the Ch

241、airperson of the Nominating and Governance Committee conduct personal interviews with eachmember of the Board,the results of which are summarized and discussed in an executive session.In addition,the Audit,Management Planning and Development and Nominating and Governance Committees also each conduct

242、 similar annualself-evaluations.?Majority Voting Policy.Our Articles of Incorporation require majority voting for the election of directors in uncontestedelections.This means that director nominees in an uncontested election for directors must receive a number of votes“for”his or her election in exc

243、ess of the number of votes“against.”The Companys Governance Principles further provide thatany incumbent director who does not receive a majority of“for”votes will promptly tender to the Board his or herresignation from the Board.The resignation will specify that it is effective upon the Boards acce

244、ptance of the resignation.The Board will,through a process managed by the Nominating and Governance Committee and excluding the nominee inquestion,accept or reject the resignation within 90 days after the Board receives the resignation.If the Board rejects theresignation,the reason for the Boards de

245、cision will be publicly disclosed.What access do the Board and Board committees have to managementand to outside advisors?Access to Management and Employees.Directors have full and unrestricted access to the management andemployees of the Company.Additionally,key members of management attend Board m

246、eetings to present informationabout the results,plans and operations of the business within their areas of responsibility.?Access to Outside Advisors.The Board and its committees may retain counsel or consultants without obtaining theapproval of any officer of the Company in advance or otherwise.The

247、 Audit Committee has the sole authority to retain andterminate the independent auditor.The Nominating and Governance Committee has the sole authority to retain searchfirms to be used to identify director candidates.The Management Planning and Development Committee has the soleauthority to retain com

248、pensation consultants for advice on executive compensation matters.20GOVERNANCE OF THE COMPANYProxy StatementWhat is the Boards role in risk oversight?The Board maintains overall responsibility for overseeing the Companys risk management,including succession planning,food safety and digital/informat

249、ion security.In furtherance of its responsibility,the Board has delegated specific risk-relatedresponsibilities to the Audit Committee and to the Management Planning and Development Committee.The Audit Committee engages in substantive discussions of enterprise risk management and processes at all of

250、 its regularcommittee meetings held during the year.At these meetings,it receives functional risk review reports covering significantareas of risk from the employees responsible for these functional areas,as well as receiving reports from the Chief LegalOfficer and the Vice President,Internal Audit.

251、Our Vice President,Internal Audit reports directly to the Chairperson of theAudit Committee and our Chief Financial Officer(“CFO”).Additionally,the Company has instituted an enterprise riskmanagement process that is followed at both the parent and brand level.The Audit Committee receives an update f

252、rom abusiness unit or brand at each regular meeting where the presenting business unit or brand provides an update on their riskregister and key risk mitigation plans.The Audit Committee also receives reports at each regular meeting regarding legal andregulatory risks from management and meets in se

253、parate executive sessions with our independent auditors and our VicePresident,Internal Audit.The Audit Committee provides a summary to the full Board at each regular Board meeting of therisk area reviewed together with any other risk related subjects discussed at the Audit Committee meeting.In addit

254、ion,our Management Planning and Development Committee considers the risks that may be implicated by ourcompensation programs through a risk assessment conducted by management and reports its conclusions to the full Board.What is the Boards role in information security?Information security and privac

255、y has been and remains of the utmost importance to the Company in light of the value weplace on maintaining the trust and confidence of our consumers,employees and other stakeholders.Accordingly,our ChiefInformation Security Officer and Chief Digital and Technology Officer advise the Audit Committee

256、(at least four times peryear)and the full Board of Directors regularly on our program for managing information security risks,including data privacyand data protection risks.We internally follow the NIST Cybersecurity Framework to assess the maturity of our cybersecurityprograms.Additionally,we have

257、 in place a formal data privacy group made up of privacy professionals,operational expertsand specialist legal counsel.The Audit Committee receives periodic updates on data privacy from the data privacy group inaddition to the existing updates from our Chief Information Security Officer.Other aspect

258、s of our comprehensive informationsecurity program include:?Information security and privacy modules included in our mandatory onboarding and annual compliance training forrestaurant support center employees,as well as targeted specialized training for any employees that routinely haveaccess to pers

259、onal data;?Regular testing,both by internal and external resources,of our information security defenses;?Periodic phishing drills with all restaurant support center employees;?Global security and privacy policies;and?Table-top exercises with senior leaders covering ransomware and other third-party d

260、ata security threats.In addition,the Company maintains an information security risk insurance policy that provides coverage for data securitybreaches.What is the Boards role in the Companys global sustainability initiatives?The Company has an integrated,Board and executive-level governance structure

261、 to oversee its global sustainabilityinitiatives.Oversight for environmental,social and governance issues(“ESG”)ultimately resides with the Board of Directors.The Board receives regular updates on these matters from management through the Audit,Management Planning andDevelopment and Nominating and G

262、overnance Committees.The committees have initial board-level oversightresponsibilities for ESG-related items which fall within the purview of each of their designated areas of responsibility.In early2023,the Committees charters were each amended to clarify the areas of the Companys ESG strategy and

263、initiatives forwhich each committee has initial oversight responsibility.At the operational level,the Chief Corporate Affairs Officer is21YUM!BRANDS,INC.2023 PROXY STATEMENTProxy Statementresponsible for overseeing the global reputation of YUM Brands and is responsible for shaping the Citizenship an

264、dSustainability Strategy,as approved by the Board,with the Chief Sustainability Officer and Vice President of GovernmentAffairs.Has the Company conducted a risk assessment of its compensationpolicies and practices?As stated in the Compensation Discussion and Analysis at page 46,the philosophy of our

265、 compensation programs is toreward performance by designing pay programs that incorporate team and individual performance,and shareholder return;emphasize long-term incentives;drive ownership mentality;and require executives to personally invest in Company stock.In early 2023,the Committee examined

266、our compensation programs for all employees to determine whether they encourageunnecessary or excessive risk taking.In conducting this review,each of our compensation practices and programs wasreviewed against the key risks facing the Company in the conduct of its business.Based on this review,the C

267、ommitteeconcluded our compensation policies and practices do not encourage our employees to take unreasonable or excessiverisks.As part of this assessment,the Committee concluded the following policies and practices of the Companys cash and equityincentive programs serve to reduce the likelihood of

268、excessive risk taking:?Our Compensation system is balanced,rewarding both short-term and long-term performance;?Long-term Company performance is emphasized.The majority of incentive compensation for the top-level employees isassociated with the long-term performance of the Company;?Strong stock owne

269、rship guidelines in place for approximately 210 senior employees are enforced;?The annual incentive and performance share plans both cap the level of performance over which no additional rewardsare paid,thereby mitigating any incentive to take unreasonable risk;?The annual incentive target setting p

270、rocess is closely linked to the annual financial planning process and supports theCompanys overall strategic plan,which is reviewed and approved by the Board;?Compensation performance measures in our annual incentive plans are transparent and tied to multiple measurablefactors,none of which exceed a

271、 50%weighting;measures are both apparent to shareholders and drivers of returns;?The performance which determines employee rewards is closely monitored by the Audit Committee and the full Board;and?The Company has a recoupment(clawback)policy.How does the Board determine which directors are consider

272、edindependent?The Companys Governance Principles,adopted by the Board,require that we meet the listing standards of the NYSE.Thefull text of the Governance Principles can be found on the Companys website(https:/investors.YUM.com/governance/governance-documents/).Pursuant to the Governance Principles

273、,the Board undertook its annual review of director independence.During this review,the Board considered transactions and relationships between each director or any member of his or her immediate familyand the Company and its subsidiaries and affiliates.As provided in the Governance Principles,the pu

274、rpose of this reviewwas to determine whether any such relationships or transactions were inconsistent with a determination that the director isindependent.As a result of this review,the Board affirmatively determined that all of the directors are independent of the Company and itsmanagement under NY

275、SE rules,with the exception of David Gibbs,who is not considered independent because of hisemployment by the Company.22GOVERNANCE OF THE COMPANYProxy StatementIn determining that the other directors did not have a material relationship with the Company,the Board determined thatMessrs.Alves,Barr,Conn

276、or,Nelson,Skala and Mmes.Domier,Graddick-Weir,Hobart,Stock and Young-Scrivner had noother relationship with the Company other than their relationship as a director.The Board did note as discussed in the nextparagraph that Target Corporation,which employs Mr.Cornell,has a business relationship with t

277、he Company;however,asnoted below,the Board determined that this relationship was not material to Mr.Cornell or Target Corporation,and thereforedetermined that Mr.Cornell was independent.Brian C.Cornell is the Chairman and Chief Executive Officer of Target Corporation.During 2022,the Company received

278、approximately$6 million in license fees from Target Corporation in the normal course of business.Divisions of the Companypaid Target Corporation approximately$1 million in rebates in 2022.The Board determined that these payments did notcreate a material relationship between the Company and Mr.Cornel

279、l or the Company and Target Corporation as thepayments represent less than 2%of Target Corporations revenues.Furthermore,the licensing relationship between theCompany and Target Corporation was initially entered into before Mr.Cornell joined the Board or became employed byTarget Corporation.How do s

280、hareholders communicate with the Board?Shareholders and other parties interested in communicating directly with individual directors,the non-management directorsas a group or the entire Board may do so by writing to the Nominating and Governance Committee,c/o Corporate Secretary,YUM!Brands,Inc.,1441

281、 Gardiner Lane,Louisville,Kentucky 40213.The Nominating and Governance Committee of theBoard has approved a process for handling letters received by the Company and addressed to individual directors,non-management members of the Board or the Board.Under that process,the Corporate Secretary of the Co

282、mpany reviewsall such correspondence and regularly forwards to a designated individual member of the Nominating and GovernanceCommittee copies of all such correspondence(although we do not forward commercial correspondence and correspondenceduplicative in nature;however,we will retain duplicate corr

283、espondence and all duplicate correspondence will be available fordirectors review upon their request)and a summary of all such correspondence.The designated director of the Nominatingand Governance Committee will forward correspondence directed to individual directors as he or she deems appropriate.

284、Directors may at any time review a log of all correspondence received by the Company that is addressed to members of theBoard and request copies of any such correspondence.Written correspondence from shareholders relating to accounting,internal controls or auditing matters are immediately brought to

285、 the attention of the Companys Audit Committee Chair and tothe internal audit department and handled in accordance with procedures established by the Audit Committee with respect tosuch matters(described below).Correspondence from shareholders relating to Management Planning and DevelopmentCommittee

286、 matters are referred to the Chair of the Management Planning and Development Committee.What are the Companys policies on reporting of concerns regardingaccounting?The Audit Committee has established policies on reporting concerns regarding accounting and other matters in addition toour policy on co

287、mmunicating with our non-management directors.Any person,whether or not an employee,who has aconcern about the conduct of the Company or any of our people,with respect to accounting,internal accounting controls orauditing matters,may,in a confidential or anonymous manner,communicate that concern to

288、our Chief Legal Officer,Scott A.Catlett.If any person believes that he or she should communicate with our Audit Committee Chair,Paget Alves,he or shemay do so by writing him at c/o YUM!Brands,Inc.,1441 Gardiner Lane,Louisville,KY 40213.In addition,a person who hassuch a concern about the conduct of

289、the Company or any of our employees may discuss that concern on a confidential oranonymous basis by contacting the Speak Up helpline at 1(844)418-4423.The Speak Up helpline is our designatedexternal contact for these issues and is authorized to contact the appropriate members of management and/or th

290、e Board ofDirectors with respect to all concerns it receives.The full text of our Policy on Reporting of Concerns Regarding Accountingand Other Matters is available on our website at https:/ PROXY STATEMENTProxy StatementWhat are the Committees of the Board?The Board of Directors has standing Audit,

291、Management Planning and Development and Nominating and GovernanceCommittees.Name of Committeeand MembersFunctions of the CommitteeNumber of Meetingsin Fiscal 2022Audit:Paget L.Alves,ChairTanya L.DomierP.Justin SkalaAnnie Young-Scrivner?Possesses sole authority regarding the selection and retention o

292、findependent auditors?Reviews and has oversight over the Companys internal auditfunction?Reviews and approves the cost and scope of audit and non-auditservices provided by the independent auditors?Reviews the independence,qualification and performance of theindependent auditors?Reviews the adequacy

293、of the Companys internal systems ofaccounting and financial control?Reviews the annual audited financial statements and results of theaudit with management and the independent auditors?Reviews the Companys accounting and financial reporting principlesand practices including any significant changes?A

294、dvises the Board with respect to Company policies and proceduresregarding compliance with applicable laws and regulations and theCompanys Global Code of Conduct and Policy on Conflicts ofInterest?Discusses with management the Companys policies with respect torisk assessment and risk management.Furth

295、er detail about the roleof the Audit Committee in risk assessment and risk management isincluded in the section entitled“What is the Boards role in riskoversight?”set forth on page 218The Board of Directors has determined that all of the members of the Audit Committee are independent within the mean

296、ing ofapplicable SEC regulations and the listing standards of the NYSE and that Mr.Alves,the Chair of the Committee,is qualifiedas an audit committee financial expert within the meaning of SEC regulations.The Board has also determined that Mr.Alveshas accounting and related financial management expe

297、rtise within the meaning of the listing standards of the NYSE and thateach member is financially literate within the meaning of the listing standards of the NYSE.Name of Committeeand MembersFunctions of the CommitteeNumber of Meetingsin Fiscal 2022Management Planningand Development:Christopher M.Con

298、nor,ChairKeith BarrBrian C.CornellMirian M.Graddick-WeirThomas C.Nelson?Oversees the Companys executive compensation plansand programs and associated risks and reviews andrecommends changes to these plans and programs?Monitors the performance of the Chief Executive Officerand other senior executives

299、 in light of corporate goals setby the Committee?Reviews and approves the compensation of the ChiefExecutive Officer and other senior executive officers?Reviews management succession planning424GOVERNANCE OF THE COMPANYProxy StatementThe Board has determined that all of the members of the Management

300、 Planning and Development Committee areindependent within the meaning of the listing standards of the NYSE.Name of Committeeand MembersFunctions of the CommitteeNumber of Meetingsin Fiscal 2022Nominating andGovernance:Mirian M.Graddick-Weir,ChairBrian C.CornellThomas C.Nelson?Identifies and proposes

301、 to the Board suitable candidatesfor Board membership?Advises the Board on matters of corporate governance?Reviews and reassesses from time to time the adequacy ofthe Companys Corporate Governance Principles?Receives comments from all directors and reports annuallyto the Board with assessment of the

302、 Boards performance?Prepares and supervises the Boards annual review ofdirector independence4The Board has determined that all of the members of the Nominating and Governance Committee are independent within themeaning of the listing standards of the NYSE.25YUM!BRANDS,INC.2023 PROXY STATEMENTProxy S

303、tatementMATTERS REQUIRINGSHAREHOLDER ACTIONItem 1Election of Directors(Item 1 on theProxy Card)Who are this Years Nominees?There are ten(10)nominees recommended by the Nominating and Governance Committee of the Board of Directors forelection this year to hold office until the 2024 Annual Meeting and

304、 until their respective successors are elected and qualified.Their biographies are provided above at pages 11 to 15.The biographies of each of the nominees contains informationregarding the persons service as a director,business experience,public-company director positions held currently or at anyti

305、me during the last five years,information regarding involvement in certain legal or administrative proceedings,if applicable,and the experiences,qualifications,attributes or skills that caused the Nominating and Governance Committee and theBoard to determine that the person should serve as a directo

306、r for the Company.In addition to the information presentedabove regarding each nominees specific experience,qualifications,attributes and skills that led our Board to the conclusionthat he or she should serve as a director,we also believe that all of our director nominees have a reputation for integ

307、rity,honesty and adherence to high ethical standards.They each have demonstrated business acumen and an ability to exercisesound judgment,as well as a commitment of service to YUM and our Board.Finally,we value their significant experience onother public company boards of directors and board committ

308、ees.There are no family relationships among any of the directors and executive officers of the Company.What is the Recommendation of the Board of Directors?The Board of Directors recommends that you vote“FOR”the election of thesenominees.What if a Nominee is Unwilling or Unable to Serve?That is not

309、expected to occur.If it does,proxies may be voted for a substitute nominated by the Board of Directors.What Vote is Required to Elect Directors?A nominee will be elected as a director if the number of“FOR”votes exceeds the number of“AGAINST”votes with respect tohis or her election.Our policy regardi

310、ng the election of directors can be found in our Governance Principles athttps:/ at page 19 under“What other significant Board practicesdoes the Company have?Majority Voting Policy.”26MATTERS REQUIRING SHAREHOLDER ACTIONProxy StatementItem 2Ratification of Independent Auditors(Item 2 on the Proxy Ca

311、rd)What am I Voting on?A proposal to ratify the selection of KPMG LLP(“KPMG”)as our independent auditors for fiscal year 2023.The AuditCommittee of the Board of Directors has selected KPMG to audit our consolidated financial statements.During fiscal 2022,KPMG served as our independent auditors and a

312、lso provided other audit-related and non-audit services.Will a Representative of KPMG be Present at the Meeting?Representatives of KPMG will attend the Annual Meeting and will have the opportunity to make a statement if they desire andwill be available to respond to appropriate questions from shareh

313、olders.What Vote is Required to Approve this Proposal?Approval of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxyand entitled to vote at the Annual Meeting.If the selection of KPMG is not ratified,the Audit Committee will reconsider t

314、heselection of independent auditors.What is the Recommendation of the Board of Directors?The Board of Directors recommends that you vote“FOR”approval of this proposal.What were KPMGs Fees for Audit and Other Services for Fiscal Years2022 and 2021?The following table presents fees for professional se

315、rvices rendered by KPMG for the audit of the Companys annual financialstatements for 2022 and 2021,and fees billed for audit-related services,tax services and all other services rendered byKPMG for 2022 and 2021.20222021Audit fees(1)$6,797,000$6,466,000Audit-related fees(2)$395,000$541,000Tax fees(3

316、)$219,000$707,000All other fees(4)$0$0TOTAL FEES$7,411,000$7,714,000(1)Audit fees include fees for the audit of the annual consolidated financial statements,reviews of the interim condensed consolidatedfinancial statements included in the Companys quarterly reports,audits of the effectiveness of the

317、 Companys internal controls over financialreporting and statutory audits.(2)Audit-related fees include fees associated with audits of financial statements and certain employee benefit plans,agreed uponprocedures and other attestations and services rendered in connection with the Companys securities

318、offerings including comfort letters andconsents.(3)Tax fees consist principally of fees for international tax compliance,tax audit assistance,value added tax services,and other tax advisoryservices.(4)27YUM!BRANDS,INC.2023 PROXY STATEMENTProxy StatementWhat is the Companys Policy Regarding the Appro

319、val of Audit andNon-Audit Services?The Audit Committee has implemented a policy for the pre-approval of all audit and permitted non-audit services,includingtax services,proposed to be provided to the Company by its independent auditors.Under the policy,the Audit Committeemay approve engagements on a

320、 case-by-case basis or pre-approve engagements pursuant to the Audit Committeespre-approval policy.The Audit Committee may delegate pre-approval authority to one of its independent members and hascurrently delegated pre-approval authority up to certain amounts to its Chair.Pre-approvals for services

321、 are granted at the January Audit Committee meeting each year.Any incremental audit orpermitted non-audit services which are expected to exceed the relevant budgetary guideline must subsequently bepre-approved.In considering pre-approvals,the Audit Committee reviews a description of the scope of ser

322、vices falling withinpre-designated services and imposes specific budgetary guidelines.Pre-approvals of designated services are generallyeffective for the succeeding 12 months.The Corporate Controller monitors services provided by the independent auditors and overall compliance with thepre-approval p

323、olicy.The Corporate Controller reports periodically to the Audit Committee about the status of outstandingengagements,including actual services provided and associated fees,and must promptly report any non-compliance with thepre-approval policy to the Chair of the Audit Committee.The complete policy

324、 is available on the Companys website athttps:/ 3Advisory Vote on ExecutiveCompensation(Item 3 on the ProxyCard)What am I Voting on?In accordance with SEC rules,we are asking shareholders to approve,on a non-binding basis,the compensation of theCompanys Named Executive Officers as disclosed in this

325、proxy statement.Our Performance-Based Executive Compensation Program Attractsand Retains Strong Leaders and Closely Aligns with OurShareholders InterestsOur performance-based executive compensation program is designed to attract,reward and retain the talented leadersnecessary for our Company to succ

326、eed in the highly competitive market for talent,while maximizing shareholder returns.Thisapproach has made our management team a key driver in the Companys strong performance over both the long-and short-term.We believe that our compensation program has attracted and retained strong leaders and is c

327、losely aligned with theinterests of our shareholders.In deciding how to vote on this proposal,we urge you to read the Compensation Discussion and Analysis section of thisproxy statement,beginning on page 46,which discusses in detail how our compensation policies and procedures operateand are designe

328、d to meet our compensation goals and how our Management Planning and Development Committee makescompensation decisions under our programs.Accordingly,we ask our shareholders to vote in favor of the following resolution at the Annual Meeting:RESOLVED,that the shareholders approve,on an advisory basis

329、,the compensation awarded to our Named ExecutiveOfficers,as disclosed pursuant to SEC rules,including the Compensation Discussion and Analysis,the compensationtables and related materials included in this proxy statement.28MATTERS REQUIRING SHAREHOLDER ACTIONProxy StatementWhat Vote is Required to A

330、pprove this Proposal?Approval of this proposal requires the affirmative vote of a majority of shares present in person or represented by proxy andentitled to vote at the Annual Meeting.While this vote is advisory and non-binding on the Company,the Board of Directorsand the Management Planning and De

331、velopment Committee will review the voting results and consider shareholderconcerns in their continuing evaluation of the Companys compensation program.Unless the Board of Directors modifies itspolicy on the frequency of this advisory vote,the next advisory vote on executive compensation will be hel

332、d at the 2024Annual Meeting of Shareholders.What is the Recommendation of the Board of Directors?The Board of Directors recommends that you vote“FOR”approval of this proposal.Item 4Advisory Vote on the Frequency ofVotes on Executive Compensation(Item 4 on the Proxy Card)What am I Voting on?In accord

333、ance with SEC rules,and in addition to the advisory approval of our executive compensation program as disclosedin this proxy statement,we are seeking a non-binding determination from our shareholders as to the frequency with whichshareholders would have an opportunity to provide an advisory approval of our executive compensation program on anongoing basis.Section 14A of the Securities Exchange Act