8-K
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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 27, 2022

 

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))

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

9987

The Stock Exchange of Hong Kong Limited

 

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.

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

Yum China Holdings, Inc. (the “Company”) held its 2022 annual meeting of stockholders on Friday, May 27, 2022, at 8:00 a.m. Beijing/Hong Kong time (Thursday, May 26, 2022, at 8:00 p.m. U.S. Eastern time) via the internet at www.virtualshareholdermeeting.com/YUMC2022 (the “Annual Meeting”). A total of 364,481,733 shares, or 86.02% of the Company’s outstanding common stock, were present virtually or represented by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders: (i) elected the 10 director nominees listed below to serve until the 2023 annual meeting of the Company’s stockholders; (ii) ratified the appointment of KPMG Huazhen LLP as the Company’s independent auditor for 2022; 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 10 director nominees to serve until the 2023 annual meeting of the Company’s stockholders:

 

Director Name

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Fred Hu

 

318,338,897

 

4,873,980

 

384,080

 

40,884,776

Joey Wat

 

322,103,048

 

1,113,040

 

380,869

 

40,884,776

Peter A. Bassi

 

320,207,516

 

3,004,552

 

384,889

 

40,884,776

Edouard Ettedgui

 

320,036,146

 

3,168,871

 

391,940

 

40,884,776

Cyril Han

 

321,847,526

 

1,364,018

 

385,413

 

40,884,776

Louis T. Hsieh

 

306,660,590

 

16,548,787

 

387,580

 

40,884,776

Ruby Lu

 

315,696,118

 

7,537,606

 

363,233

 

40,884,776

Zili Shao

 

321,229,855

 

1,979,318

 

387,784

 

40,884,776

William Wang

 

321,423,012

 

1,779,922

 

394,023

 

40,884,776

Min (Jenny) Zhang

 

320,627,616

 

2,609,005

 

360,336

 

40,884,776

 

Proposal 2:

The ratification of the appointment of KPMG Huazhen LLP as the Company’s independent auditor for 2022:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

362,835,169

 

1,202,230

 

444,334

 

0

 

Proposal 3:

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

285,947,228

 

36,272,523

 

1,377,206

 

40,884,776

 

 

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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/ Joseph Chan

 

 

 

 

Name: Joseph Chan

 

 

 

 

Title: Chief Legal Officer

Date: June 1, 2022

 

 

 

 

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