Attached files
file | filename |
---|---|
EX-3.2 - EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF YUM! BRANDS, INC. - YUM BRANDS INC | exhib3_2.htm |
|
UNITED
STATES
|
SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
D. C. 20549
|
___________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
November
20, 2009
Commission
file number 1-13163
________________________
YUM!
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
North Carolina
|
13-3951308
|
||
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
||
incorporation
or organization)
|
Identification
No.)
|
||
1441
Gardiner Lane, Louisville, Kentucky
|
40213
|
||
(Address
of principal executive offices)
|
(Zip
Code)
|
||
Registrant’s
telephone number, including area code: (502)
874-8300
|
|||
Former
name or former address, if changed since last
report: N/A
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section
5 – Corporate Governance and
Management
|
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 20, 2009, the Board of Directors of YUM! Brands, Inc. (the "Company")
approved an amendment to Sections 7 and 9 of Article II of the Company’s Amended
and Restated Bylaws (the "Bylaws"). As amended, the Bylaws provide that a
shareholder who wishes to (1) propose an item of business for the
shareholders to consider at the annual meeting of shareholders or
(2) nominate a candidate for director must follow certain notice and
procedural steps. Included among these steps is the requirement to provide
more complete disclosure, particularly with respect to various ownership
techniques employed by such shareholder (including any derivative or short
positions) and clarifying relationships with other shareholders and
nominees. The amendment also includes related, ancillary
changes.
The
foregoing summary of the amendments to the Bylaws is qualified in its entirety
by reference to the text of the Company’s Bylaws, as amended and restated on
November 20, 2009, a copy of which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
Section
8 – Other Events
|
Item
8.01 Other
Events.
Advisory
Vote on Executive Compensation
The
Company anticipates that non-binding advisory votes on compensation practices,
commonly referred to as "say-on-pay," may in the future be required by law, in
which case the Company will comply with such requirements.
In any
event, if no such advisory vote is required by law at the time of the Company's
2011 Annual Meeting of Shareholders, the Board has approved in principle,
effective with the Company's 2011 Annual Meeting of Shareholders, a non-binding,
advisory vote by the Company's shareholders on the compensation of the Company's
named executive officers as set forth in the Summary Compensation Table of its
proxy statement and accompanying narrative.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(d) | Exhibits | |
3.2 | Amended and Restated Bylaws of YUM! Brands, Inc. |
2
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
YUM!
BRANDS, INC.
|
||||
(Registrant)
|
Date:
|
November
23, 2009
|
/s/ John
Daly
|
||
Corporate
Counsel and
|
||||
Assistant
Secretary
|
||||
3