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)

May 17, 2012

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))
 






Item 5.07
Submission of Matters to a Vote of Security Holders.
 
The following is a brief description of each matter voted upon at YUM! Brands, Inc. (the “Company”) Annual Meeting of Shareholders held on May 17, 2012, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.

1.The election of the following directors, who will serve until their respective successors are elected and qualified or until their earlier death or resignation:

Director
 
For
 
Against
 
Abstain
 
  Broker non-votes
 
David W. Dorman
 
320,728,786

 
11,314,685

 
368,304

 
58,024,517

 
Massimo Ferragamo
 
314,711,439

 
17,339,055

 
361,281

 
58,024,517

 
Mirian M. Graddick-Weir
 
331,160,862

 
893,211

 
357,702

 
58,024,517

 
J. David Grissom
 
330,568,203

 
1,465,962

 
377,610

 
58,024,517

 
Bonnie G. Hill
 
315,975,309

 
16,075,444

 
361,022

 
58,024,517

 
Jonathan S. Linen
 
331,124,940

 
899,719

 
387,116

 
58,024,517

 
Thomas C. Nelson
 
329,670,589

 
2,369,041

 
372,145

 
58,024,517

 
David C. Novak
 
320,701,557

 
10,933,800

 
776,418

 
58,024,517

 
Thomas M. Ryan
 
320,378,393

 
11,667,673

 
365,709

 
58,024,517

 
Jing-Shyh S. Su
 
330,680,402

 
1,367,525

 
363,848

 
58,024,517

 
Robert D. Walter
 
320,706,486

 
11,330,482

 
374,807

 
58,024,517

 
 
2.The proposal to ratify the appointment of KPMG LLP as the Company's independent auditor for 2012 was approved based upon the following votes:
Votes for approval
383,900,873

 
Votes against
5,958,456

 
Abstentions
576,963

 
There were no broker non-votes for this item.
 
 

3.The proposal to approve, by non-binding advisory vote, the executive compensation of the Company's named executive officers was approved based upon the following votes:
Votes for approval
233,688,553

 
Votes against
96,359,292

 
Abstentions
2,363,930

 
Broker non-votes
58,024,517

 

4.The shareholder proposal regarding an independent chairman was not approved based upon the following votes:
Votes for approval
140,189,613

 
Votes against
191,412,052

 
Abstentions
810,110

 
Broker non-votes
58,024,517

 
 
5.The shareholder proposal regarding a palm oil policy was not approved based upon the following votes:
Votes for approval
98,913,379

 
Votes against
168,257,832

 
Abstentions
65,240,564

 
Broker non-votes
58,024,517

 












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:
May 18, 2012
 
/s/    John P. Daly
 
 
 
 
Vice President and
 
 
 
 
Associate General Counsel