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 |
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001-37762 |
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81-2421743 |
(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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Yum China Building |
7100 Corporate Drive |
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20 Tian Yao Qiao Road |
Plano, Texas 75024 |
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Shanghai 200030 |
United States of America |
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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 |
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 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Fred Hu |
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250,509,880 |
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9,557,614 |
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469,450 |
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61,225,350 |
Joey Wat |
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259,451,146 |
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629,135 |
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456,663 |
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61,225,350 |
Muktesh “Micky” Pant |
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258,031,189 |
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2,041,708 |
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464,047 |
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61,225,350 |
Peter A. Bassi |
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256,321,224 |
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3,758,112 |
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457,608 |
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61,225,350 |
Christian L. Campbell |
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259,686,048 |
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384,873 |
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466,023 |
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61,225,350 |
Ed Yiu-Cheong Chan |
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259,666,931 |
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398,242 |
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471,771 |
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61,225,350 |
Edouard Ettedgui |
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256,554,684 |
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3,507,934 |
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474,326 |
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61,225,350 |
Cyril Han |
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259,270,226 |
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637,022 |
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629,696 |
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61,225,350 |
Louis T. Hsieh |
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245,303,827 |
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14,571,909 |
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661,208 |
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61,225,350 |
Ruby Lu |
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259,254,044 |
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814,318 |
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468,582 |
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61,225,350 |
Zili Shao |
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259,644,119 |
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390,901 |
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501,924 |
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61,225,350 |
William Wang |
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259,426,771 |
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638,934 |
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471,239 |
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61,225,350 |
Proposal 2: |
The ratification of the appointment of KPMG Huazhen LLP as the Company’s independent auditor for 2019: |
For |
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Against |
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Abstain |
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Broker Non-Votes |
320,272,829 |
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883,920 |
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605,545 |
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0 |
Proposal 3: |
An advisory vote to approve the Company’s named executive officer compensation: |
For |
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Against |
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Abstain |
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Broker Non-Votes |
249,713,506 |
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9,701,222 |
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1,122,216 |
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61,225,350 |
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.
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YUM CHINA HOLDINGS, INC.
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By: |
/s/ Pingping Liu |
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Name: Pingping Liu |
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Title: Acting Chief Legal Officer and Corporate Secretary
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Date: May 14, 2019
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