yumc-8k_20180516.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 10, 2018

 

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.  

 


 

Item 5.07.  

 

Submission of Matters to a Vote of Security Holders.  

 

Yum China Holdings, Inc. (the Company) held its 2018 annual meeting of stockholders at 8:30 a.m. local time on May 11, 2018 at the Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong (the “Annual Meeting”).  A total of 317,624,661 shares, or 82.3% 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 four Class II director nominees listed below to serve until the 2019 annual meeting of the Company’s stockholders; (ii) ratified the appointment of KPMG Huazhen LLP as the Company’s independent auditor for 2018; 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 four Class II director nominees to serve until the 2019 annual meeting of the Company’s stockholders:

 

Director Name

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Louis T. Hsieh

 

 

247,057,359

 

 

 

5,962,909

 

 

 

997,541

 

 

 

63,606,852

 

Jonathan S. Linen

 

 

251,842,362

 

 

 

1,743,891

 

 

 

431,556

 

 

 

63,606,852

 

Muktesh “Micky” Pant

 

 

250,452,421

 

 

 

3,125,650

 

 

 

439,738

 

 

 

63,606,852

 

William Wang

 

 

252,888,612

 

 

 

696,465

 

 

 

432,732

 

 

 

63,606,852

 

 

Proposal 2:

The ratification of the appointment of KPMG Huazhen LLP as the Company’s independent auditor for 2018:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

316,149,049

 

842,101

 

633,511

 

0

 

Proposal 3:

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

235,355,094

 

17,656,064

 

1,006,651

 

63,606,852

 

 

2

 


 

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/ Shella Ng

 

 

 

 

Name: Shella Ng

 

 

 

 

Title:   Chief Legal Officer and Corporate Secretary

 

Date: May 15, 2018