yumc-8k_20190509.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): May 9, 2019

 

Yum China Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

 

001-37762

 

 

81-2421743 

(State or other jurisdiction of
incorporation) 

 

(Commission
File Number) 

 

(IRS Employer
Identification No.) 

 

 

 

 

 

Yum China Building

7100 Corporate Drive

 

 

20 Tian Yao Qiao Road

Plano, Texas 75024

 

 

Shanghai 200030

United States of America

 

 

People’s Republic of China

(Address, including zip code, of principal executive offices)

 

(469) 980-2898

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

YUMC

  New York Stock Exchange

 

 

 

 


Item 5.07.  

Submission of Matters to a Vote of Security Holders.  

 

Yum China Holdings, Inc. (the Company) held its 2019 annual meeting of stockholders at 8:30 a.m. local time on May 10, 2019 at the Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong (the “Annual Meeting”).  A total of 321,762,294 shares, or 84.9% of the Company’s outstanding common stock, were present in person or represented by proxy at the Annual Meeting, constituting a quorum.  At the Annual Meeting, the Company’s stockholders: (i) elected the 12 director nominees listed below to serve until the 2020 annual meeting of the Company’s stockholders; (ii) ratified the appointment of KPMG Huazhen LLP as the Company’s independent auditor for 2019; and (iii) approved, on an advisory basis, the Company’s named executive officer compensation.

 

Set forth below are the voting results for each of the proposals presented at the Annual Meeting:

 

Proposal 1:

The election of director nominees to serve until the 2020 annual meeting of the Company’s stockholders:

 

Director Name

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Fred Hu

 

250,509,880

 

9,557,614

 

469,450

 

61,225,350

Joey Wat

 

259,451,146

 

629,135

 

456,663

 

61,225,350

Muktesh “Micky” Pant

 

258,031,189

 

2,041,708

 

464,047

 

61,225,350

Peter A. Bassi

 

256,321,224

 

3,758,112

 

457,608

 

61,225,350

Christian L. Campbell

 

259,686,048

 

384,873

 

466,023

 

61,225,350

Ed Yiu-Cheong Chan

 

259,666,931

 

398,242

 

471,771

 

61,225,350

Edouard Ettedgui

 

256,554,684

 

3,507,934

 

474,326

 

61,225,350

Cyril Han

 

259,270,226

 

637,022

 

629,696

 

61,225,350

Louis T. Hsieh

 

245,303,827

 

14,571,909

 

661,208

 

61,225,350

Ruby Lu

 

259,254,044

 

814,318

 

468,582

 

61,225,350

Zili Shao

 

259,644,119

 

390,901

 

501,924

 

61,225,350

William Wang

 

259,426,771

 

638,934

 

471,239

 

61,225,350

 

Proposal 2:

The ratification of the appointment of KPMG Huazhen LLP as the Company’s independent auditor for 2019:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

320,272,829

 

883,920

 

605,545

 

0

 

Proposal 3:

An advisory vote to approve the Company’s named executive officer compensation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

249,713,506

 

9,701,222

 

1,122,216

 

61,225,350

 

 


SIGNATURES

 

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 CHINA HOLDINGS, INC.

 

 

 

 

 

 

 

By:

/s/ Pingping Liu

 

 

 

 

Name: Pingping Liu

 

 

 

 

Title: Acting Chief Legal Officer and Corporate Secretary

 

Date: May 14, 2019