DEF 14A of Yum Brands Inc, Apr 5, 2024

DEF 14A of Yum Brands Inc

Filed Apr 5, 2024 · FY20230001193125-24-088443

Open on EDGAR

  1. May 16, 2024

    May 16, 2024 The Board of Directors (the “Board of Directors” or the “Board”) of YUM! Brands, Inc., a North Carolina corporation (“YUM” or the “Company”), solicits the enclosed proxy for use at the Annual Meeting of Shareholders of the Company to be held at 9:00 a.m. (Central Time), on Thursday, May 16, 2024, at the YUM! Brands Center of Restaurant Excellence at 7100 Corporate Drive in Plano, Texas. This proxy statement contains information about the matters to be voted on at the Annual Meeting and the voting process, as well as information about our directors and most highly paid executive officers. QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING What is the purpose of the Annual Meeting? At our Annual Meeting, shareholders will vote on several important Company matters. In addition, our management will report on the Company’s performance over the last fiscal year and, following the meeting, respond to questions from shareholders. Why am I receiving these materials? The Board has made these materials available to you over the internet or has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting is scheduled to be held on Thursday, May 16, 2024 at 9:00 a.m. Central Time, at 7100 Corporate Drive, Plano, Texas. This solicitation is for proxies for use at the Annual Meeting or at any reconvened meeting after an adjournment or postponement of the Annual Meeting. Why did I receive a one-page Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials? As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our Annual Report available to our shareholders electronically via the Internet. On or about April 5, 2024, we mailed to our shareholders a Notice containing instructions on how to access this proxy statement and our Annual Report and vote online. If you received a Notice by mail you will not receive a printed copy of the proxy materials in the mail unless you request a copy. The Notice instructs you on how to access and review all of the important information contained in the proxy statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

  2. May 16, 2024

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  3. May 16, 2024

    We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help lower the costs of delivery and reduce the Company’s environmental impact. Who may attend the Annual Meeting? The Annual Meeting is open to all shareholders of record as of close of business on March 20, 2024, or their duly appointed proxies. What do I need to bring to attend the Annual Meeting In-Person? You will need valid picture identification and either an admission ticket or proof of ownership of YUM’s common stock to enter the Annual Meeting. If you are a registered owner, your Notice will be your admission ticket. If you received the proxy statement and Annual Report by mail, you will find an admission ticket attached to the proxy card sent to you. If you plan to attend the Annual Meeting in person, please so indicate when you vote and bring the ticket with you to the Annual Meeting. If your shares are held in the name of a bank or broker, you will need to bring your legal proxy from your bank or broker and your admission ticket in order to vote at the meeting. If you do not bring your admission ticket, you will need proof of ownership to be admitted to the Annual Meeting. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership. If you arrive at the Annual Meeting without an admission ticket, we will admit you only if we are able to verify that you are a YUM shareholder. Your admittance to the Annual Meeting will depend upon availability of seating. All shareholders will be required to present valid picture identification prior to admittance. IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND EITHER AN ADMISSION TICKET OR PROOF THAT YOU OWN YUM COMMON STOCK, YOU MAY NOT BE ADMITTED INTO THE ANNUAL MEETING. Please note that cellular and smart phones/devices, computers, cameras, sound or video recording equipment, and other similar devices, large bags, briefcases and packages will not be allowed in the meeting room. Seating is limited and admission is on a first-come, first-served basis. May shareholders ask questions? Yes. Representatives of the Company will answer shareholders’ questions of general interest following the Annual Meeting. In order to give a greater number of shareholders an opportunity to ask questions, individuals or groups will be allowed to ask only one question and no repetitive or follow-up questions will be permitted. Questions will be answered as time allows. Who may vote? You may vote if you owned YUM common stock as of the close of business on the record date, March 20, 2024. Each share of YUM common stock is entitled to one vote. As of March 20, 2024, YUM had approximately 281.5 million shares of common stock outstanding. What am I voting on? You will be voting on the following five (5) items of business at the Annual Meeting:

  4. May 16, 2024

    | ∎ | The election of twelve (12) directors to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified; |

  5. May 16, 2024

    | ∎ | The ratification of the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024; |

  6. May 16, 2024

    | ∎ | An advisory vote on executive compensation; and |

  7. May 16, 2024

    | ∎ | Two (2) shareholder proposals. |

  8. May 16, 2024

    We will also consider other business that properly comes before the meeting. QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING How does the Board of Directors recommend that I vote? Our Board of Directors recommends that you vote your shares:

  9. May 16, 2024

    | ∎ | FOR each of the nominees named in this proxy statement for election to the Board; |

  10. May 16, 2024

    | ∎ | FOR the ratification of the selection of KPMG LLP as our independent auditors; |

  11. May 16, 2024

    | ∎ | FOR the proposal regarding an advisory vote on executive compensation; and |

  12. May 16, 2024

    | ∎ | AGAINST the shareholder proposals. |

  13. May 16, 2024

    How do I vote before the Annual Meeting? There are three ways to vote before the meeting:

  14. May 16, 2024

    | ∎ | By Internet — If you have Internet access, we encourage you to vote on www.proxyvote.com by following instructions on the Notice or proxy card; |

  15. May 16, 2024

    | ∎ | By telephone — by making a toll-free telephone call from the U.S. or Canada to 1(800) 690-6903 (if you have any questions about how to vote over the phone, call 1(888) 298-6986); or |

  16. May 16, 2024

    | ∎ | By mail — If you received your proxy materials by mail, you can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. |

  17. May 16, 2024

    If you are a participant in the direct stock purchase and dividend reinvestment plan (ComputerShare CIP), as a registered shareholder, you will receive all proxy materials and may vote your shares according to the procedures outlined herein. If you are a participant in the YUM! Brands 401(k) Plan (“401(k) Plan”), the trustee of the 401(k) Plan will only vote the shares for which it has received directions to vote from you. Proxies submitted through the Internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on May 15, 2024. Proxies submitted by mail must be received prior to the meeting. Directions submitted by 401(k) Plan participants must be received by 12:00 p.m., Eastern Time, on May 14, 2024. Also, if you hold your shares in the name of a bank or broker, your ability to vote by the Internet or telephone depends on their voting processes. Please follow the directions on your notice carefully. A number of brokerage firms and banks participate in a program provided through Broadridge Financial Solutions, Inc. (“Broadridge”) that offers Internet and telephone voting options. If your shares are held in an account with a brokerage firm or bank participating in the Broadridge program, you may vote those shares through the Internet at Broadridge’s voting website (www.proxyvote.com) or telephonically by calling the telephone number shown on the voting instruction form received from your brokerage firm or bank. Votes submitted through the Internet or by telephone through the Broadridge program must be received by 11:59 p.m., Eastern Time, on May 15, 2024. Can I vote at the Annual Meeting? Shares registered directly in your name as the shareholder of record may be voted in person at the Annual Meeting. Shares held through a broker or nominee may be voted in person only if you obtain a legal proxy from the broker or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. You may still vote your shares in person at the meeting even if you have previously voted by proxy. Can I change my mind after I vote? You may change your vote at any time before the polls close at the Annual Meeting. You may do this by:

  18. May 16, 2024

    | ∎ | Signing another proxy card with a later date and returning it to us prior to the Annual Meeting; |

  19. May 16, 2024

    | ∎ | Voting again through the Internet or by telephone prior to 11:59 p.m., Eastern Time, on May 15, 2024; |

  20. May 16, 2024

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  21. May 16, 2024

    | ∎ | Giving written notice to the Corporate Secretary of the Company prior to the Annual Meeting; or |

  22. May 16, 2024

    | ∎ | Voting again at the Annual Meeting. |

  23. May 16, 2024

    Your attendance at the Annual Meeting will not have the effect of revoking a proxy unless you notify our Corporate Secretary in writing before the polls close that you wish to revoke a previous proxy. Who will count the votes? Representatives of Computershare, Inc. will count the votes and will serve as the independent inspector of election. What if I return my proxy card but do not provide voting instructions? If you vote by proxy card, your shares will be voted as you instruct by the individuals named on the proxy card. If you sign and return a proxy card but do not specify how your shares are to be voted, the persons named as proxies on the proxy card will vote your shares in accordance with the recommendations of the Board. These recommendations are:

  24. May 16, 2024

    | ∎ | FOR the election of the twelve (12) nominees for director named in this proxy statement (Item 1); |

  25. May 16, 2024

    | ∎ | FOR the ratification of the selection of KPMG LLP as our independent auditors for the fiscal year 2024 (Item 2); |

  26. May 16, 2024

    | ∎ | FOR the proposal regarding an advisory vote on executive compensation (Item 3); and |

  27. May 16, 2024

    | ∎ | AGAINST the shareholder proposals (Items 4-5). |

  28. May 16, 2024

    What does it mean if I receive more than one proxy card? It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare, Inc., which may be reached at 1 (888) 439-4986 and internationally at 1 (781) 575-2879. Will my shares be voted if I do not provide my proxy? Your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions. Brokerage firms have the authority under the New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on certain “routine” matters. The proposal to ratify the selection of KPMG LLP as our independent auditors for fiscal year 2024 is considered a routine matter for which brokerage firms may vote shares for which they have not received voting instructions. The other proposals to be voted on at our Annual Meeting are not considered “routine” under applicable rules. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” How many votes must be present to hold the Annual Meeting? Your shares are counted as present at the Annual Meeting if you attend the Annual Meeting in person or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our Annual Meeting, a majority of the outstanding shares of YUM common stock, as of March 20, 2024, must be present or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting. How many votes are needed to elect directors? You may vote “FOR” each nominee or “AGAINST” each nominee, or “ABSTAIN” from voting on one or more nominees. Unless you mark “AGAINST” or “ABSTAIN” with respect to a particular nominee or nominees, your proxy will be voted “FOR” QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING each of the director nominees named in this proxy statement. In an uncontested election, a nominee will be elected as a director if the number of “FOR” votes exceeds the number of “AGAINST” votes. Abstentions will be counted as present but not voted. Abstentions and broker non-votes will not affect the outcome of the vote on directors. Full details of the Company’s majority voting policy are set out in our Corporate Governance Principles at https://investors.yum.com/governance/governance-documents/ and at page 19 under “What other significant Board practices does the Company have? — Majority Voting Policy.” How many votes are needed to approve the other proposals? In order to be approved, the ratification of the selection of KPMG LLP as our independent auditor, the approval of the advisory vote on executive compensation and the approval of the shareholder proposals must receive the “FOR” vote of a majority of the shares, present in person or represented by proxy, and entitled to vote at the Annual Meeting. For each of these items, you may vote “FOR”, “AGAINST” or “ABSTAIN.” Abstentions will be counted as shares present and entitled to vote at the Annual Meeting. Accordingly, abstentions will have the same effect as a vote “AGAINST” the proposals. Broker non-votes will not be counted as shares present and entitled to vote with respect to the particular matter on which the broker has not voted. Thus, broker non-votes will not affect the outcome of any of these proposals. When will the Company announce the voting results? The Company will announce the voting results of the Annual Meeting on a Current Report on Form 8-K filed within four business days of the Annual Meeting. What if other matters are presented for consideration at the Annual Meeting? The Company knows of no other matters to be submitted to the shareholders at the Annual Meeting, other than the proposals referred to in this Proxy Statement. If any other matters properly come before the shareholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

  29. May 16, 2024

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  30. May 16, 2024

    The business and affairs of YUM are managed under the direction of the Board of Directors. The Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to shareholders. The Board believes that its practices align management and shareholder interests. The corporate governance section of the Company website makes available the Company’s corporate governance materials, including the Corporate Governance Principles (the “Governance Principles”), the Company’s Articles of Incorporation and Bylaws, the charters for each Board committee, the Company’s Global Code of Conduct, the Company’s Political Contributions and U.S. Government Advocacy Policy, and information about how to report concerns about the Company. To access these documents on the Company’s website, please visit, https://investors.yum.com/governance/governance-documents/. What is the composition of the Board of Directors and how often are members elected? Our Board of Directors presently consists of 12 directors whose terms expire at this Annual Meeting. Our directors are elected annually. The average director tenure is 6.75 years, with our longest- and shortest-tenured directors having served for 18 years (Mr. Nelson) and for 9 months (Mr. Biggs and Ms. Doniz), respectively. As discussed in more detail later in this section, the Board has determined that 11 of the 12 individuals standing for election are independent under the rules of the New York Stock Exchange (“NYSE”). The director tenure of the 12 individuals standing for election is reflected in the following chart: How often did the Board meet in 2023? The Board of Directors met 5 times during 2023. Each of the directors who served in 2023 attended at least 75% of the meetings of the Board and the committees of which he or she was a member and that were held during the period he or she served as a director. What is the Board’s policy regarding director attendance at the Annual Meeting of Shareholders? The Board of Directors’ policy is that all directors should attend the Annual Meeting, and all persons then serving as directors attended the 2023 Annual Meeting. How does the Board select nominees for the Board? The Nominating and Governance Committee considers candidates for Board membership suggested by its members and other Board members, as well as management and shareholders. The Committee’s charter provides that it may retain a third-party executive search firm to identify candidates from time to time. In accordance with the Governance Principles, our Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated and are selected based upon contributions they can make to the Board and management. The Committee’s assessment of a proposed candidate will include a review of the person’s judgment, experience, independence, understanding of the Company’s business or other related industries and such other factors as the Nominating and Governance Committee determines are relevant in light of the needs of the Board of Directors. The Committee believes that its nominees should reflect a diversity of experience, gender, race, ethnicity and age. The Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management and independent directors, the need for Audit Committee expertise and the evaluations of other prospective nominees, if any. In connection with this evaluation, it is expected that each member of the Nominating and Governance Committee will interview the prospective nominee before the prospective nominee is presented to the full Board for consideration. After completing this evaluation and interview process, the Committee will make a recommendation to the full Board as to the person(s) who should be nominated by the Board, and the Board determines the nominee(s) after considering the recommendation and report of the Committee.

  31. May 16, 2024

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  32. May 16, 2024

    The Company’s strategic vision is grounded in our “Good Growth Strategy.” Our Good Growth Strategy focuses on four growth drivers intended to accelerate same-store sales growth and net-new restaurant development at KFC, Pizza Hut and Taco Bell around the world. The Company remains focused on building the world’s most loved, trusted and fastest growing restaurant brands by:

  33. May 16, 2024

    | ∎ | Growing Unrivaled Culture and Talent to leverage our culture and people capability to fuel brand performance and franchise success; |

  34. May 16, 2024

    | ∎ | Developing Unmatched Operating Capability, by recruiting and equipping the best restaurant operators in the world to deliver great customer experiences; |

  35. May 16, 2024

    | ∎ | Building Relevant, Easy and Distinctive Brands, by innovating and elevating iconic restaurant brands people trust and champion; and |

  36. May 16, 2024

    | ∎ | Achieving Bold Restaurant Development by driving market and franchise unit expansion with strong economics and value. |

  37. May 16, 2024

    We look for director candidates who have the skills and experience necessary to help us achieve success with respect to the four growth drivers and the Company’s implementation of its “Good Growth Strategy,” including our continued focus on our People, Food and Planet strategy. As a result, the skills that our directors possess are thoroughly considered to ensure that they align with the Company’s goals. The following table describes key characteristics of the Company’s “Good Growth Strategy” and indicates how the skills our Board collectively possesses positively impacts the growth drivers: Our “Good Growth Strategy” also provides a roadmap for social responsibility, risk management and sustainable stewardship of People, Food and Planet. Guided by this Strategy, we will strive to unlock potential in our people, grow sustainably and continue to serve delicious food that people trust. We believe that each of our directors has met the guidelines set forth in the Governance Principles. As noted in the director biographies that follow in this section, our directors have experience, qualifications and skills across a wide range of public and private companies, possessing a broad spectrum of experience both individually and collectively. In addition to the information provided in the director biographies, our director nominees’ qualifications, experiences and skills are summarized in the following matrix. This matrix is intended to provide a summary of our directors’ qualifications and should not be considered to be a complete list of each nominee’s strengths and contributions to the Board. Board Diversity Matrix The table below summarizes certain self-identified demographic attributes of our current directors, to the extent disclosed to us by such directors. For a shareholder to submit a candidate for consideration by the Nominating and Governance Committee, a shareholder must notify YUM’s Corporate Secretary, at YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213. The recommendation must contain the information described on page 82.

  38. May 16, 2024

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  39. May 16, 2024

    Director Biographies

  40. May 16, 2024

    | | Paget L. Alves | Director Since 2016 | | | | Background Paget L. Alves served as Chief Sales Officer of Sprint Corporation, a wireless and wireline communications services provider, from January 2012 to September 2013 after serving as President of that company’s Business Markets Group beginning in 2009. Mr. Alves currently serves on the Board of Assurant, Inc. and Synchrony Financial. Mr. Alves has also served as Chairman of the Board of Sorenson Communications, LLC since April 2021 and serves on the board of directors of Ariel Alternatives. He previously served as a Director of International Game Technology PLC. Specific Qualifications, Experience, Skills and Expertise: ∎ Operating, finance and management experience, including as Chief Sales Officer of a wireless and wireline communications company ∎ Global sales experience ∎ Public company directorship and committee experience | Other Public Companies ∎ Assurant, Inc. ∎ Synchrony Financial Committees ∎ Audit, Chair |

  41. May 16, 2024

    | | Keith Barr | Director Since 2020 | | | | Background Keith Barr was the Chief Executive Officer of InterContinental Hotels Group plc (IHG), a predominately franchised, global organization that includes brands such as InterContinental Hotels & Resorts, Holiday Inn Family and Crowne Plaza Hotels & Resorts from July 2017 until July 2023. He also served as Chief Commercial Officer of IHG from 2013 to July 2017 and prior to that, as Chief Executive Officer of IHG’s Greater China business. Prior to this position, Mr. Barr served IHG in a number of senior positions in IHG’s Americas and Asia, Middle East and Africa (AMEA) regions. Specific Qualifications, Experience, Skills and Expertise: ∎ Operating and management experience, including as Chief Executive Officer of a franchised, global company ∎ Expertise in strategic planning, branding and corporate leadership | Other Public Companies ∎ None Committees ∎ Management Planning and Development |

  42. May 16, 2024

    | | M. Brett Biggs | Director Since 2023 | | | | Background M. Brett Biggs is the former Executive Vice President and Chief Financial Officer for Walmart. Prior to that, Mr. Biggs served as Chief Financial Officer for Walmart International, Walmart U.S. and Sam’s Club. He was also previously the Senior Vice President of International Strategy, Mergers and Acquisitions; Senior Vice President of Corporate Finance and Senior Vice President of Operations for Sam’s Club. Before joining Walmart in 2000, Mr. Biggs held various mergers and acquisitions and corporate finance positions with Leggett & Platt, Phillips Petroleum Co. and Price Waterhouse. Mr. Biggs currently serves on the Board of Directors of Adobe, inc. and The Procter & Gamble Company. Mr. Biggs also serves as a Senior Advisor to Blackstone. Specific Qualifications, Experience, Skills and Expertise: ∎ Operational and global management experience, including as Chief Financial Officer ∎ Expertise in finance, strategic planning, global branding, franchising and corporate leadership ∎ Public company directorship and committee experience | Other Public Companies ∎ Adobe, Inc. ∎ The Proctor & Gamble Company Committees ∎ Audit |

  43. May 16, 2024

    | | Christopher M. Connor | Director Since 2017 | | | | Background Christopher M. Connor served as Chairman and Chief Executive Officer of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies, until 2016. Mr. Connor held a number of executive positions at Sherwin-Williams beginning in 1983. He served as Chief Executive Officer from 1999 to 2015 and Chairman from 2000 to 2016. Mr. Connor currently serves on the board of International Paper Company. Mr. Connor previously served as a Director of Eaton Corporation, plc. Specific Qualifications, Experience, Skills and Expertise: ∎ Operating and management experience, including as Chairman and CEO of a Fortune 500 company ∎ Expertise in marketing, human resources, talent development, public company executive compensation, planning and operational and financial processes ∎ Public company directorship and committee experience | Other Public Companies ∎ International Paper Company Committees ∎ Management Planning and Development, Chair |

  44. May 16, 2024

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  45. May 16, 2024

    | | Brian C. Cornell | Director Since 2015 | | | | Background Brian C. Cornell joined the YUM Board in 2015 and has served as Non-Executive Chairman since November 2018. Mr. Cornell is Chairperson and Chief Executive Officer of Target Corporation, a general merchandise retailer. He has held this position since August 2014. Mr. Cornell served as the Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc. from March 2012 to July 2014. From April 2009 to January 2012, Mr. Cornell served as the Chief Executive Officer and President of Sam’s Club, a division of Wal-Mart Stores, Inc. and as an Executive Vice President of Wal-Mart Stores, Inc. He has been a Director of Target Corporation since 2014. He has previously served as a Director of Home Depot, OfficeMax, Polaris Industries Inc., Centerplate, Inc. and Kirin-Tropicana, Inc. Specific Qualifications, Experience, Skills and Expertise: ∎ Operating and management experience, including as Chairman and Chief Executive Officer of a merchandise retailer ∎ Expertise in strategic planning, retail business, branding and corporate leadership ∎ Public company directorship experience and committee experience | Other Public Companies ∎ Target Corporation Committees ∎ Management Planning and Development ∎ Nominating and Governance |

  46. May 16, 2024

    | | Tanya L. Domier | Director Since 2018 | | | | Background Tanya L. Domier retired as Chief Executive Officer and Chairperson of Advantage Solutions, Inc., a North American provider of outsourced sales, marketing and business solutions in April 2022. In April 2023 she founded an advisory services company focused on private equity portfolio companies. Prior to serving as Advantage Solutions’ CEO, Ms. Domier served as its President and Chief Operating Officer from 2010 to 2013. Ms. Domier joined Advantage Solutions in 1990 from the J.M. Smucker Company and has held a number of executive level roles in sales, marketing and promotions. Ms. Domier currently serves on the board of Little Leaf Farms and is a member of the compensation committee. Ms. Domier also previously served as a Director of Nordstrom, Inc. Specific Qualifications, Experience, Skills and Expertise: ∎ Operating and management experience as Chief Executive Officer ∎ Expertise in strategic planning, finance, global commerce and corporate leadership ∎ Public company directorship and committee experience | Other Public Companies ∎ None Committees ∎ Audit |

  47. May 16, 2024

    | | Susan Doniz | Director Since 2023 | | | | Background Susan Doniz is the Chief Information Officer and Senior Vice President of Information Technology & Data Analytics of The Boeing Company, a leading global aerospace company. She is also a member of the company’s Executive Council. Before joining Boeing in 2020, Ms. Doniz was the Group CIO of Qantas Airways and, prior to that, she served in digital transformation and IT leadership roles at SAP SE and Aimia, Inc. She also spent 17 years at The Procter & Gamble Company leading IT and analytics programs in support of sales, research and development and the supply chain. Ms. Doniz is a current adviser to the Center of Digital Transformation at the University of California, Irvine, Paul Merage School of Business. She also served as Vice Chair of the Digital Transformation Advisory Council of the International Air Transport Association, and is also a board member of multiple nonprofit organizations. Specific Qualifications, Experience, Skills and Expertise: ∎ Technology and cybersecurity experience ∎ Operating and management experience | Other Public Companies ∎ None Committees ∎ Audit |

  48. May 16, 2024

    | | David W. Gibbs | Director Since 2019 | | | | Background David W. Gibbs is the current Chief Executive Officer of YUM. He has served in that position since January 2020. Prior to that, he served as President and Chief Operating Officer from August 2019 to December 2019, as President, Chief Operating Officer and Chief Financial Officer from January 2019 to August 2019 and as President and Chief Financial Officer from May 2016 to December 2018. Previously, Mr. Gibbs served as the Chief Executive Officer of the Company’s Pizza Hut Division from January 2015 until April 2016 and was its President from January 2014 through December 2014. Mr. Gibbs served as a director of Sally Beauty Holdings from March 2016 until January 2020. Mr. Gibbs has served as a director of Under Armour, Inc. since September 2021. Specific Qualifications, Experience, Skills and Expertise: ∎ Operational and global management experience, including as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of the Company ∎ Expertise in finance, strategic planning, global branding, franchising and corporate leadership ∎ Public company directorship and committee experience | Other Public Companies ∎ Under Armour, Inc. Committees ∎ None |

  49. May 16, 2024

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  50. May 16, 2024

    | | Mirian M. Graddick-Weir | Director Since 2012 | | | | Background Mirian M. Graddick-Weir retired as Executive Vice President of Human Resources for Merck & Co., Inc., a pharmaceutical company, in November 2018. She had held that position since 2008. From 2006 until 2008, she was Senior Vice President of Human Resources of Merck & Co., Inc. Prior to this position, she served as Executive Vice President of Human Resources of AT&T Corp. from 2001 to 2006. Ms. Graddick-Weir has served as a director of Booking Holdings, Inc. since June 2018. Specific Qualifications, Experience, Skills and Expertise: ∎ Management experience, including as Executive Vice President of human resources for a pharmaceutical company ∎ Expertise in global human resources, corporate governance and public company compensation ∎ Public company directorship and committee experience | Other Public Companies ∎ Booking Holdings, Inc. Committees ∎ Management Planning and Development ∎ Nominating and Governance, Chair |

  51. May 16, 2024

    | | Thomas C. Nelson | Director Since 2006 | | | | Background Thomas C. Nelson is President and Chief Executive Officer of National Gypsum Company, a building products manufacturer. He has held this position since 1999 and was elected Chairman of the Board in January 2005. From 1995 to 1999, Mr. Nelson served as the Vice Chairman and Chief Financial Officer of National Gypsum. Mr. Nelson previously worked for Morgan Stanley & Co. and in the United States Defense Department as Assistant to the Secretary and was a White House Fellow. Mr. Nelson previously served as a director of Atrium Health and the Federal Reserve Bank of Richmond. Specific Qualifications, Experience, Skills and Expertise: ∎ Operational and management experience, including as President and Chief Executive Officer of a building products manufacturer ∎ Senior government experience as Assistant to the Secretary of the United States Defense Department and as a White House Fellow ∎ Expertise in finance, strategic planning, business development and retail business ∎ Public company directorship and committee experience | Other Public Companies ∎ None Committees ∎ Management Planning and Development ∎ Nominating and Governance |

  52. May 16, 2024

    | | P. Justin Skala | Director Since 2016 | | | | Background P. Justin Skala is the current Chief Executive Officer of ZO Skin Health and was appointed to that role in March 2024. Previously he was the Executive Chairman of Standard Building Solutions. Prior to his time at Standard, Mr. Skala was the CEO of the BMI Group, having previously spent 37 years with the Colgate-Palmolive Company serving as Executive Vice-President, Chief Growth and Strategy Officer and Chief Operating Officer from 2016-2019. He was responsible for the company’s Global Sustainability program from 2013-2019 in addition to his day to day operating roles. From 2013-2016 he was President of Colgate North America and from 2010-2013 President of Colgate Latin America. From 2007-2010 he was President of Colgate – Asia. Specific Qualifications, Experience, Skills and Expertise: ∎ Global operating and management experience, including as Chief Executive Officer at a large international manufacturer and as President of major divisions of a consumer products company ∎ Expertise in branding, marketing, finance, sales, strategic planning and international business development | Other Public Companies ∎ None Committees ∎ Nominating and Governance |

  53. May 16, 2024

    | | Annie Young-Scrivner | Director Since 2020 | | | | Background Annie Young-Scrivner has served as the Chief Executive Officer of Wella Company, the parent of beauty brands, including Clairol and OPI, since 2020. Prior to this role, Ms. Young-Scrivner was Chief Executive Officer of Godiva Chocolatier, Inc., a manufacturer of Belgian chocolates. Prior to joining Godiva in August, 2017, Ms. Young-Scrivner was Executive Vice President, Global Digital & Loyalty Development with Starbucks Corporation from 2015 until her departure in April 2017. At Starbucks, Ms. Young-Scrivner also served as President, Teavana & Executive Vice President of Global Tea from 2014 to 2015, Global Chief Marketing Officer & President of Tazo Tea from 2009 to 2012, and President of Starbucks Canada from 2012 to 2014. Prior to joining Starbucks, Ms. Young-Scrivner held senior leadership positions at PepsiCo, Inc. in sales, marketing and general management, including her role as Region President of PepsiCo Foods Greater China from 2006 to 2008. She has previously served as a director of Tiffany & Co. and Macy’s, Inc. Specific Qualifications, Experience, Skills and Expertise: ∎ Operating and management experience, including as Chief Executive Officer of consumer goods company ∎ Public company directorship and committee experience | Other Public Companies ∎ None Committees ∎ Audit |

  54. May 16, 2024

    If elected, we expect that all of the aforementioned nominees will serve as directors and hold office until the 2025 Annual Meeting of Shareholders and until their respective successors have been elected and qualified.

  55. May 16, 2024

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  56. May 16, 2024

    Director Compensation

  57. How are directors compensated?

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option/SAR Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Alves, Paget | – | 310,000 | – | 5,000 | 315,000 | | Barr, Keith | – | 280,000 | – | 10,000 | 290,000 | | Biggs, M. Brett | – | 71,667 | – | – | 71,667 | | Connor, Christopher | – | 300,000 | – | – | 300,000 | | Cornell, Brian | – | 450,000 | – | 2,132 | 452,132 | | Domier, Tanya | – | 280,000 | – | | 280,000 | | Doniz, Susan | – | 71,667 | – | – | 71,667 | | Graddick-Weir, Mirian | – | 300,000 | – | – | 300,000 | | Nelson, Thomas | – | 280,000 | – | – | 280,000 | | Skala, Justin | – | 280,000 | – | – | 280,000 | | Young-Scrivner, Annie | – | 280,000 | – | – | 280,000 |

  58. C. Compensation Philosophy

    | | Pay Element | | | | Objective | Base Salary | Annual Performance-Based Cash Bonuses | Long-Term Equity Performance-Based Incentives | | Attract and retain the best talent to achieve superior shareholder results—To be consistently better than our competitors, we need to recruit and retain superior talent — individuals who are able to drive superior results. We have structured our compensation programs to be competitive and to motivate and reward high performers. | | | | | Reward performance—The majority of NEO pay is performance-based and therefore at risk. We design pay programs that incorporate team and individual performance goals that lead to shareholder return. | | | | | Emphasize long-term value creation—Our belief is simple: if we create value for shareholders, then we share a portion of that value with those responsible for the results. | | | | | Drive ownership mentality—We require executives to invest in the Company’s success by owning a substantial amount of Company stock. | | | |

  59. 2023 Compensation Highlights

    | ∎ | The Committee continued to set our CEO target for total direct compensation (base salary, annual cash bonus and annual long-term incentive award value at grant date) at a level near the median of our Executive Peer Group (defined at page 55) for the CEO role; and |

  60. 2023 Compensation Highlights

    | ∎ | The Committee continued to set the equity mix for our NEOs’ annual long-term incentive awards at 25% stock appreciation rights (“SARs”), 25% restricted stock units (“RSUs”) and 50% performance share units (“PSUs”). |

  61. 2023 Compensation Highlights

    | ∎ | In February of 2023, the Committee certified that our 2020 PSU awards paid out at 115% of target, based on the Company’s Total Shareholder Return (“TSR”) at the 67th percentile compared to the S&P 500 Consumer Discretionary Index and Earnings Per Share (“EPS”) growth of 7.6% CAGR, for the 2020-2022 performance cycle (see discussion of PSUs at page 47). |

  62. E. Relationship between Company Pay and Performance for the CEO

    | CEO Target Pay Mix–2023 | CEO Total Direct Compensation | | | The Committee sets the CEO’s target for total direct compensation (base salary, annual cash bonus and annual long-term incentive award value at grant date) taking into account Company performance, the CEO’s performance, time in role, other job-related factors and the range of market practices of our Executive Peer Group. The Committee was satisfied with Company results and the leadership of Mr. Gibbs in 2022 and expected that the Company would continue to build on that momentum in 2023. In January 2023, Mr. Gibbs’ target total direct compensation was set near the median of our Executive Peer Group. For 2023, 75% of our CEO’s target total direct compensation was in the form of long-term equity incentive compensation. |

  63. E. Relationship between Company Pay and Performance for the CEO

    (1) A measure of results of operations for the purpose of evaluating performance against targets set under our YUM Leaders’ Bonus Program and the annual PSU grants in 2023 and 2022. See pages 31-32 and 35-36 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2023 for a discussion of Core Operating Profit in 2023. (2) System sales growth excludes the impact of foreign currency translation. (3) Total shareholder return is calculated as the change in YUM share price from the beginning of the respective year until the year-end, adjusted for dividends paid. (4) The Accelerating Profitable Growth (“APG”) PSU was only granted in 2021 and is not relevant to other years disclosed in this proxy statement.

  64. E. Relationship between Company Pay and Performance for the CEO

    | Element | Objective | Form | | Base salary | Attract and retain high-caliber talent and provide a fixed level of cash compensation | Cash | | Annual Performance-Based Cash Bonuses | Motivate high performance and reward short-term Company, team and individual performance | Cash | | Long-Term Equity Performance-Based Incentives | Align the interests of executives with shareholders and emphasize long-term results | SARs, RSUs & PSUs | | Retirement and Additional Benefits | Provide for long-term retirement income and basic health and welfare coverage | Various |

  65. E. Relationship between Company Pay and Performance for the CEO

    A. Base Salary We provide base salary to compensate our NEOs for their primary roles and responsibilities and to provide a stable level of annual compensation. A NEO’s salary varies based on the role, level of responsibility, experience, individual performance, potential and market value. Specific salary increases take into account these factors. The Committee reviews each NEO’s salary and performance annually. B. Annual Performance-Based Cash Bonuses Our performance-based annual bonus program, the YUM Leaders’ Bonus Program, is a cash-based plan. The principal purpose of the YUM Leaders’ Bonus Program is to motivate and reward short-term team and individual performance that drives shareholder value. The formula for calculating the performance-based annual bonus under the YUM Leaders’ Bonus Program is the product of the following:

  66. Team Performance

    Team Performance The Committee carefully established final team performance measures, targets and weights in January 2023, following an extensive review of these items in August and November 2022, after receiving input and recommendations from management. The team performance targets were also reviewed by the Committee to ensure that the goals support the Company’s overall strategic objectives. The performance targets were developed through the Company’s annual financial planning process, which takes into account KFC, Pizza Hut, Taco Bell and The Habit (each, a “Division”) growth strategies, historical performance, and the expected future operating environment for each Division. When setting targets for each specific team performance measure, the Company takes into account overall business goals and structures targets designed to motivate achievement of desired performance consistent with our growth commitment to shareholders. A leverage formula for each team performance measure magnifies the potential impact that performance above or below the performance target will have on the calculation of the annual bonus. This leverage increases the payouts when targets are exceeded and reduces payouts when performance is below target. There is a threshold level of performance for all measures that must be met in order for any bonus to be paid, absent the use of discretion by the Committee in extraordinary circumstances. These minimum threshold performance targets are set forth in the Team Performance table that follows on page 46. Additionally, all measures have a cap on the level of performance over which no additional bonus will be paid regardless of performance above the cap. The maximum performance cap for each measure is also set forth in the Team Performance table below. The Committee may approve adjustments to Division targets or may exclude certain pre-established items from the financial results used to determine the annual bonus when doing so is consistent with the objectives and intent at the time the targets were originally set, in order to focus executives on the fundamentals of the Company’s underlying business performance. As part of the 2023 target-setting process, the Committee decided that KFC, Pizza Hut, Taco Bell, Habit and/or YUM Operating Profit Growth performance for 2023 annual incentive purposes should be measured adjusting for certain factors that were not considered indicative of underlying business performance for the year. These factors included amounts associated with Special Items (as defined in our Form 10-K at page 31) and foreign currency translation.

  67. Individual Performance

    Individual Performance Each NEO’s individual performance factor is determined by the Committee based upon its subjective determination of the NEO’s individual performance for the year, including consideration of specific objective individual performance goals set at the beginning of the year. Performance categories considered by the Committee include the NEO’s performance in: Fostering Unrivaled Culture and Talent; Driving Bold Restaurant Development and Returns; Building Relevant, Easy and Distinctive Brands; Developing Unmatched Operating Capability; Driving ESG Progress in Key Areas of People, Food and Planet; and Delivering on Shareholder Promises. The Committee’s determinations with respect to the individual performance of our NEOs is set forth below from pages 48 to 52. C. Long-Term Equity Performance- and Time-Based Incentives We provide performance- and time-based equity awards weighted 75% and 25% respectively to our NEOs. These awards are designed to encourage long-term decision making that creates shareholder value, as well as to foster retention of executive talent. We use equity vehicles that motivate and balance the tradeoffs between short-term and long-term performance. Our NEOs are awarded long-term incentives annually based on the Committee’s subjective assessment of the following items for each NEO (without assigning weight to any particular item):

  68. Individual Performance

    | ∎ | Consideration of the market value of the executive’s role compared with similar roles in our Executive Peer Group |

  69. Equity Mix

    Equity Mix Each year, the Committee reviews the mix of long-term incentives. For 2023, the Committee continued to choose SAR, RSU and PSU awards, because these equity vehicles focus and reward management for enhancing long-term shareholder value, thereby aligning our NEOs with the interests of our shareholders. At the beginning of 2023, the Committee determined a target grant value for each NEO (based on time in role, performance and market practice) and the split of that value between SAR, RSU and PSU grants. For each NEO, the target grant value was allocated 25% to SAR, 25% to RSU and 50% to PSU grants. For each NEO, the breakdown between SAR, RSU and PSU award values can be found under the Summary Compensation Table, page 59 at columns e and f.

  70. Restricted Stock Unit Awards

    Restricted Stock Unit Awards Under our LTIP, we also granted our NEOs RSU awards in 2023. Like SARs, these RSU awards vest ratably over a four-year period at 25% per-year. The Committee believes that having RSUs in the compensation mix is appropriate to incentivize and retain executives and is consistent with shareholder preferences and market practice.

  71. Performance Share Awards

    Performance Share Awards Pursuant to the Performance Share Plan under our LTIP, we granted our NEOs PSU awards in 2023. These PSU awards are earned based on performance against target metrics which include 50% System Sales Growth and 50% Core Operating Profit Growth, with a TSR modifier relative to the S&P 500 Consumer Discretionary Index. The TSR modifier can increase or decrease earned payouts by up to 25% (but cannot result in a payout exceeding 200%). Incorporating System Sales Growth, Core Operating Profit Growth and TSR supports the Company’s pay-for-performance philosophy while diversifying performance criteria by using certain measures not used in the annual bonus plan and aligning our NEOs’ reward with the creation of shareholder value. The target, threshold and maximum number of shares that may be paid under these awards for each NEO are described at page 61. The Committee may, from time-to-time, grant PSU awards to eligible employees to incentivize various strategic initiatives, consistent with the terms of the LTIP.

  72. Performance Share Awards

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  73. Performance Share Awards

    For the performance period covering 2023 – 2025, each NEO will earn a percentage of his or her target PSU award, with 50% of the payout based on System Sales Growth and the other 50% based on Core Operating Profit Growth targets, with a TSR modifier relative to the S&P 500 Consumer Discretionary Index, as set forth in the table below:

  74. Performance Share Awards

    | 50% SYSTEM SALES GROWTH | | | 50% CORE OPERATING PROFIT GROWTH | | TSR RELATIVE TO S&P 500 CONSUMER DISCRETIONARY INDEX | | | 2023-2025 CAGR | Payout % | | 2023-2025 CAGR | Payout % | TSR Percentile Ranking | Modifier % | | 10% | 200% | | 11.5% | 200% | >79th | 1.250 | | 8.5% | 150% | + | 9.75% | 150%X | 60th – 79th | 1.125 | | 7% | 100% | | 8% | 100% | 40th – 59th | 1.000 | | 4% | 35% | | 4.5% | 35% | 20th – 39th | 0.875 | | <4% | 0% | | <4.5% | 0% | <20th | 0.750 |

  75. Performance Share Awards

    Dividend equivalents will accrue during the performance period and will be distributed as additional shares but only in the same proportion and at the same time as the original awards are earned. If no shares are earned, no dividend equivalents will be paid. The awards are eligible for deferral under the Company’s Executive Income Deferral (“EID”) Program. III. 2023 Named Executive Officer Total Direct Compensation and Performance Summary Below is a summary of each of our NEOs’ total direct compensation – which generally includes base salary, annual cash bonus, and long-term incentive awards – and an overview of their 2023 performance relative to our annual and long-term incentive performance goals. The process the Committee used to determine each officer’s 2023 compensation is described more fully in “How Compensation Decisions Are Made” beginning on page 53. CEO Compensation

  76. Performance Share Awards

    | David Gibbs Chief Executive Officer |

  77. Performance Share Awards

    Our Board, under the leadership of the Committee Chair, approved Mr. Gibbs’ goals as our Chief Executive Officer at the beginning of the year and conducted a mid-year and year-end evaluation of his performance. These evaluations included a review of his leadership, performance versus pre-established goals including business results, leadership in the development and implementation of Company strategies, and development of Company culture and talent. The Committee determined that Mr. Gibbs’ overall performance for 2023 merited an individual factor of 125. This individual factor was combined with YUM’s earned team factor of 145 (discussed at page 44) resulting in an above target annual cash bonus. This determination was based on the Committee’s subjective assessment of Mr. Gibbs’ performance against his previously set goals which included the following items (without assigning a weight to any particular item):

  78. Performance Share Awards

    | ∎ | Driving Bold Restaurant Development and Returns – Opened 4,754 gross units in 2023 (resulting in 3,349 net-new units), reflecting another incredibly strong year of development growth and a restaurant industry record among global brands – for the third consecutive year; |

  79. Performance Share Awards

    | ∎ | Developing Unmatched Operating Capability – Focused on increasing our technology capability and ensuring that recent technology acquisitions continue to contribute to better guest and team member experiences, while leveraging available data analytics and accelerated our use of artificial intelligence and internally developed and third-party platforms to enhance decision making and to improve capacity, security and innovation; |

  80. Performance Share Awards

    | ∎ | Building Relevant, Easy and Distinctive Brands – Grew digital footprint, leading to almost $30 billion in digital sales for 2023, a 22% increase over the prior year, by continuing to leverage investments in technologies and functions focused on analytics and innovation, as well as by strengthening and expanding loyalty programs across key markets; |

  81. Performance Share Awards

    | ∎ | Delivering on Shareholder Promises – System sales growth increased 10% over the prior year, supported by 6% same-store sales growth and 6% unit growth, evidencing the health of our global system; |

  82. Performance Share Awards

    | ∎ | Driving ESG in Key Areas of People, Food and Planet – Accomplished through: Continued integration of YUM’s elevated Good Growth strategy into key business activities and strengthening leader governance and oversight, including a more robust board engagement strategy and establishing a management level ESG Disclosure Committee; and the global roll-out of enhanced food safety systems and dashboards allowing for real-time access to metrics and insights to drive actions that reduce risk and improve food safety with our suppliers and at our restaurants; and |

  83. Performance Share Awards

    | ∎ | Fostering Unrivaled Culture and Talent – Achieved by concerted efforts to: develop and increase bench for senior management roles and improve the skills of the Company’s broad-based global leadership team; and continuing to expand the pool of high-potential talent and developing CEO bench through the Seat at the Table program, which offers customized development options for each participant, including quarterly virtual leadership forums. |

  84. 2023 Committee Decisions

    | ∎ | Annual cash bonus target percentage was increased to 200% of base salary; |

  85. 2023 Committee Decisions

    | ∎ | Grant value of annual long-term incentive equity awards was increased to $11,500,000; |

  86. 2023 Committee Decisions

    | ∎ | Annual cash bonus target remained at 115% of base salary; |

  87. 2023 Committee Decisions

    | ∎ | Grant value of annual long-term incentive equity awards was increased to $2,750,000; |

  88. 2023 Committee Decisions

    | ∎ | Annual cash bonus target remained at 120% of base salary; |

  89. 2023 Committee Decisions

    | ∎ | Grant value of annual long-term incentive equity awards remained at $2,750,000; |

  90. 2023 Committee Decisions

    | ∎ | Annual cash bonus target increased to 115% of base salary; |

  91. 2023 Committee Decisions

    | ∎ | Grant value of annual long-term incentive equity awards remained at $2,250,000; |

  92. 2023 Committee Decisions

    | ∎ | Annual cash bonus target percentage was increased to 110% of base salary; |

  93. 2023 Committee Decisions

    | ∎ | Grant value of annual long-term incentive equity awards was increased to $2,250,000; |

  94. Retirement Benefits

    Retirement Benefits We offer several types of competitive retirement benefits. The YUM! Brands Retirement Plan (“Retirement Plan”) is a broad-based qualified plan designed to provide a retirement income based on years of service with the Company and average annual earnings. The plan is U.S.-based and was closed to new salaried entrants in 2001. Mr. Gibbs and Ms. Skeans are active participants in the Retirement Plan. For executives hired or re-hired after September 30, 2001, the Company implemented the Leadership Retirement Plan (“LRP”). This is an unfunded, unsecured account-based retirement plan which allocates a percentage of pay to an account payable to the executive following the executive’s separation of employment from the Company. For 2023, Messrs. Turner and Powell were eligible for the LRP. Under the LRP, Messrs. Turner and Powell received an annual allocation to their accounts equal to 4% of base salary and target bonus and will receive an annual earnings credit that is equivalent to the Moody’s Aa Corporate Bond Yield Average for maturities 20 years and above (currently 5.05%) on the balance. The Company provides retirement benefits for certain international employees through the Third Country National Plan (“TCN”). The TCN is an unfunded, unsecured account-based retirement plan that provides an annual contribution between 7.5% and 15% of salary and target bonus and an annual earnings credit of 5% on the balance. The level of contribution is based on the participants’ role and their home country retirement plan. Mr. Sami is the only NEO who participates in the TCN. Under this plan, Mr. Sami receives an annual contribution equal to 15% of base salary and target bonus and an annual earnings credit of 5%. Benefits payable under these plans are described in more detail beginning on page 65.

  95. Shareholder Outreach, Engagement and 2023 Advisory Vote on NEO Compensation

    | ∎ | Continued benchmarking of CEO compensation at near market median; |

  96. Shareholder Outreach, Engagement and 2023 Advisory Vote on NEO Compensation

    | ∎ | Changed performance metrics under our annual PSU awards (Earnings Per Share and/or TSR in prior years; Core Operating Profit Growth, System Sales Growth and TSR since 2022); and |

  97. Shareholder Outreach, Engagement and 2023 Advisory Vote on NEO Compensation

    | ∎ | Changed PSU award metrics to include the Company’s 3-year average TSR relative to the companies in the S&P 500 Consumer Discretionary Index, rather than the average relative to the entire S&P 500. |

  98. Shareholder Outreach, Engagement and 2023 Advisory Vote on NEO Compensation

    | ∎ | Beginning in 2022, changing our equity mix for NEOs to 50% PSUs, 25% SARs and 25% RSUs, to better align with business objectives, shareholder preferences and market practice. |

  99. Shareholder Outreach, Engagement and 2023 Advisory Vote on NEO Compensation

    | ∎ | Added the “Driving ESG in Key Areas of People, Food and Planet” goal as an individual factor metric under our annual cash bonus plan. |

  100. Role of the Independent Consultant

    Role of the Independent Consultant The Committee’s charter states the Committee may retain outside compensation consultants, lawyers or other advisors. The Committee retains an independent consultant, Meridian Compensation Partners, LLC (“Meridian”), to advise it on certain compensation matters. The Committee has instructed Meridian that:

  101. Role of the Independent Consultant

    | ∎ | it is to act independently of management and at the direction of the Committee; |

  102. Role of the Independent Consultant

    | ∎ | its ongoing engagement will be determined by the Committee; |

  103. Role of the Independent Consultant

    | ∎ | it is to inform the Committee of relevant trends and regulatory developments; |

  104. Role of the Independent Consultant

    | ∎ | it is to provide compensation comparisons based on information that is derived from comparable businesses of a similar size to the Company for the NEOs; and |

  105. Role of the Independent Consultant

    | ∎ | it is to assist the Committee in its determination of the annual compensation package for our CEO and other NEOs. |

  106. Role of the Independent Consultant

    The Committee considered the following factors, among others, in determining that Meridian is independent of management and its provision of services to the Committee did not give rise to a conflict of interest:

  107. Role of the Independent Consultant

    | ∎ | Meridian did not provide any services to the Company unrelated to executive compensation; |

  108. Role of the Independent Consultant

    | ∎ | Meridian has no business or personal relationship with any member of the Committee or management; and |

  109. Role of the Independent Consultant

    | ∎ | Meridian’s partners and employees who provide services to the Committee are prohibited from owning YUM stock per Meridian’s firm policy. |

  110. Comparator Compensation Data

    Comparator Compensation Data Our Committee evaluates our NEO total target direct compensation levels by comparing them against those of similarly situated executives at companies that comprise our Executive Peer Group (defined below) as one of the factors in setting executive compensation. The Executive Peer Group is made up of retail, hospitality, food, nondurable consumer goods companies, specialty eatery and quick service restaurants, as these represent the sectors with which the Company is most likely to compete for executive talent. The companies selected from these sectors must also be reflective of the overall market characteristics of our executive talent market, relative leadership position in their sector, size as measured by revenues, complexity of their business, and in many cases global reach.

  111. Executive Peer Group

    Executive Peer Group The Committee periodically reviews the peer group to ensure it reflects desired comparisons and appropriate size range. In August 2021, the Committee approved the peer group to be used for NEO pay determinations beginning in 2022 (the “Executive Peer Group”). The updates to the Executive Peer Group were made to better align the size of the peer group companies with YUM and include companies in relevant industry sectors. Many of these companies have a global reach and multiple brands. The Executive Peer Group used for 2023 pay determinations for all NEOs is comprised of the following companies: At the time a benchmarking analysis was prepared in November 2022, the Executive Peer Group’s median annual revenues were $13.2 billion, while YUM equivalent annual revenues were estimated at $16.1 billion (calculated as described below). For companies with significant and global franchise operations, measuring size can be complex. In 2023, the Company’s system of global restaurants delivered approximately $60 billion in system sales. Management responsibilities encompass more than just the revenues and operations directly owned and operated by the Company and include responsibilities for managing relationships with franchisees and developing and implementing global growth strategies. Specific responsibilities include managing and implementing product introductions and product specifications and supply, management of vendors, marketing, technological innovations and implementations, payment collections, risk management, including setting and monitoring food safety standards, protection of the Company’s trademarks and other intellectual property, new unit development, and customer satisfaction and overall operations improvements across the entire franchise system. As a result of accelerating growth in recent years, the Company’s leadership now oversees approximately 290 brand-country combinations and approximately 1,500 franchisees. To appropriately reflect this complexity in calibrating the size of our organization and underlying operating divisions during the 2022 benchmarking process, our philosophy was to add 25% of franchisee and licensee sales to the GAAP-reported Company sales to establish an appropriate revenue benchmark. The reason for this approach was twofold:

  112. Executive Peer Group

    | ∎ | Market-competitive compensation opportunities are related to scope of responsibility, often measured by company size, i.e., revenues; and |

  113. Executive Peer Group

    | ∎ | Scope of responsibility for a franchising organization lies between corporate-reported revenues and system-wide sales. |

  114. Executive Peer Group

    Peer groups of other globally prominent companies similarly include companies where the median revenue scope of those peers are materially above the reported corporate revenue. This likely reflects the same assessments of complexity and reach and accordingly appropriate company size profiles. We believe this approach is measured and reasoned in its approach to calibrating market competitive compensation opportunities without using organizations unduly larger than the Company.

  115. Executive Peer Group

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  116. Competitive Positioning and Setting Compensation

    Competitive Positioning and Setting Compensation At the beginning of 2023, the Committee considered Executive Peer Group compensation data as a frame of reference for establishing compensation targets for base salary, annual bonus and long-term incentives for each NEO. In making compensation decisions, the Committee considers market data for comparable positions to each of our NEO roles. The Committee reviews market data and makes a decision for each NEO, most often in a range around market median for each element of compensation, including base salary, target bonus and long-term incentive target. In addition to the market data, the Committee takes into account the role, level of responsibility, experience, individual performance and potential of each NEO. The Committee reviews the NEOs’ compensation and performance annually. VI. Compensation Policies and Practices Below are compensation and governance best practices we employ that provide a foundation for our pay-for-performance program and align our program with Company and shareholder interests.

  117. Competitive Positioning and Setting Compensation

    | We Do | | We Don’t Do | | | ✓ | Have an independent compensation committee (Management Planning & Development Committee), which oversees the Company’s compensation policies and strategic direction | | Employment agreements | | ✓ | Directly link Company performance to pay outcomes | | Re-pricing of SARs | | ✓ | Have executive ownership guidelines that are reviewed annually against Company guidelines | | Grants of SARs with exercise price less than fair market value of common stock on date of grant | | ✓ | Have a “clawback” policy under which the Company may recoup compensation if executive’s conduct results in significant financial or reputational harm to Company or in the event of a financial restatement | | Permit executives to hedge or pledge Company stock | | ✓ | Make a substantial portion of NEO target pay “at risk” | | Payment of dividends or dividend equivalents on PSUs unless or until they vest | | ✓ | Have double-trigger vesting of equity awards upon a change in control | | Excise tax gross-ups upon change in control | | ✓ | Utilize an independent Compensation Consultant | | Excessive executive perquisites, such as country club memberships | | ✓ | Incorporate comprehensive risk mitigation into plan design | | | | ✓ | Periodically review our Executive Peer Group to align appropriately with Company size and complexity | | | | ✓ | Evaluate CEO and executive succession plans | | | | ✓ | Conduct annual shareholder engagement program to obtain feedback from shareholders for consideration in annual compensation program design | | |

  118. Payments upon Termination of Employment

    Payments upon Termination of Employment The Company does not have agreements with its executives concerning payments upon termination of employment except in the case of a change in control of the Company. The Committee believes these are appropriate agreements for retaining NEOs and other executive officers to preserve shareholder value in case of a potential change in control. The Committee periodically reviews these agreements and other aspects of the Company’s change-in-control program. The Company’s change-in-control agreements, in general, entitle executives who are direct reports to our CEO and are terminated other than for cause within two years of the change in control, to receive a benefit of two times salary and bonus. The terms of these change-in-control agreements are described beginning on page 70. The Company does not provide tax gross-ups for executives, including the NEOs, for any excise tax due under Section 4999 of the Internal Revenue Code and has implemented a “best net after-tax” approach to address any potential excise tax imposed on executives. If any excise tax is due, the Company will not make a gross-up payment, but instead will reduce payments to an executive if the reduction will provide the NEO the best net after-tax result. If full payment to a NEO will result in the best net after-tax result, the full amount will be paid, but the NEO will be solely responsible for any potential excise tax payment. Also, the Company has implemented “double trigger” vesting for equity awards, pursuant to which outstanding awards will fully and immediately vest only if the executive is employed on the date of a change in control of the Company and is involuntarily terminated (other than by the Company for cause) on or within two years following the change in control. In case of retirement, the Company provides retirement benefits described above, life insurance benefits (to employees eligible under the Retirement Plan), the continued ability to exercise vested SAR awards and to vest in annual SAR and RSU awards granted at least one year prior to retirement, and the ability to vest in PSU awards on a pro-rata basis. With respect to consideration of how these benefits fit into the overall compensation policy, the change-in-control benefits are reviewed from time to time by the Committee for competitiveness. The Committee believes the benefits provided in case of a change in control are appropriate, support shareholder interests and are consistent with the policy of attracting and retaining highly qualified employees.

  119. YUM’s Equity Award Granting Practices

    YUM’s Equity Award Granting Practices Historically, we have made annual SAR awards and, beginning in 2022, annual RSU awards at the Committee’s January meeting. This meeting date is set by the Board of Directors more than six months prior to the actual meeting. The Committee sets the annual grant date as the second business day after our fourth quarter earnings release. The exercise or grant price of these awards is set as the closing price on the date of grants. We ordinarily make grants at the same time other elements of annual compensation are determined so that we can consider all elements of compensation in making the grants. We do not backdate or make grants retroactively. In addition, we do not time such grants in coordination with our possession or release of material, non-public or other information. All equity awards are granted under our shareholder approved LTIP.

  120. YUM’s Equity Award Granting Practices

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  121. YUM’s Equity Award Granting Practices

    Grants may also be made on other dates the Board of Directors meets. These grants generally are CEO Awards, which are awards to individual employees (subject to Committee approval) in recognition of superlative performance and extraordinary impact on business results. These awards are currently made as RSUs which vest after three years. Historically, CEO Awards were made using SARs. Management recommends the awards be made pursuant to our LTIP to the Committee, however, the Committee determines whether and to whom it will issue grants and determines the amount of the grant. The Board of Directors has delegated to our CEO and our Chief People Officer, the ability to make grants to employees who are not executive officers and whose grants are less than $1,000,000 in accounting value annually. In the case of these grants, the Committee sets all the terms of each award, except the actual number of SARs/RSUs, which is determined by our CEO and our Chief People Officer pursuant to guidelines approved by the Committee in January of each year.

  122. Limits on Future Severance Agreement Policy

    Limits on Future Severance Agreement Policy The Committee has adopted a policy to limit future severance agreements with our NEOs and our other executives. The policy requires the Company to seek shareholder approval for future severance payments to a NEO if such payments would exceed 2.99 times the sum of (a) the NEO’s annual base salary as in effect immediately prior to termination of employment; and (b) the highest annual bonus awarded to the NEO by the Company in any of the Company’s three full fiscal years immediately preceding the fiscal year in which termination of employment occurs or, if higher, the executive’s target bonus. Certain types of payments are excluded from this policy, such as amounts payable under arrangements that apply to classes of employees other than the NEOs or that predate the implementation of the policy, as well as any payment the Committee determines is a reasonable settlement of a claim that could be made by the NEO.

  123. THE MANAGEMENT PLANNING AND DEVELOPMENT COMMITTEE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option/ SAR Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | David W. Gibbs | 2023 | 1,300,000 | — | 9,096,602 | 2,875,016 | 4,712,500 | 2,999,005 | 255,832 | 21,238,955 | | Chief Executive Officer of YUM | 2022 | 1,284,615 | — | 8,938,377 | 2,825,012 | 3,030,300 | 367,990 | 225,360 | 16,671,654 | | | 2021 | 1,200,000 | — | 10,936,620 | 5,000,003 | 5,405,400 | 4,789,314 | 247,322 | 27,578,659 | | Chris Turner | 2023 | 896,154 | — | 2,175,374 | 687,522 | 1,875,938 | — | 109,370 | 5,744,358 | | Chief Financial Officer of YUM | 2022 | 871,154 | — | 1,977,749 | 625,001 | 1,222,594 | — | 139,443 | 4,835,941 | | | 2021 | 850,000 | — | 3,585,851 | 1,125,013 | 2,552,550 | 716 | 124,727 | 8,238,857 | | Tracy L. Skeans | 2023 | 896,154 | — | 2,175,374 | 687,522 | 1,957,500 | 375,582 | 12,176 | 6,104,308 | | Chief Operating Officer and Chief People Officer of YUM | 2022 2021 | 871,154 834,615 | — — | 2,175,499 3,984,248 | 687,525 1,250,017 | 1,275,750 2,552,550 | — 815,000 | 18,998 61,304 | 5,028,926 9,497,735 | | Sabir Sami | 2023 | 757,507 | — | 1,779,851 | 562,504 | 1,885,059 | — | 380,586 | 5,365,507 | | Chief Executive Officer KFC Division | | | | | | | | | | | Aaron Powell | 2023 | 821,154 | 1,000,000 | 1,779,851 | 562,504 | 948,338 | — | 98,804 | 5,210,651 | | Chief Executive Officer of Pizza Hut Division | 2022 | 800,000 | 1,000,000 | 1,582,250 | 500,006 | 616,400 | — | 205,827 | 4,704,483 |

  124. Lump Sum Availability

    Lump Sum Availability Lump sum payments are available to participants who meet the requirements for early or normal retirement. Participants who leave the Company prior to meeting the requirements for Early or Normal Retirement must take their benefits in the form of a monthly annuity and no lump sum is available. When a lump sum is paid from the plan, it is calculated based on actuarial assumptions for lump sums required by Internal Revenue Code Section 417(e)(3). PEP The PEP is an unfunded, non-qualified plan that complements the Retirement Plan by providing benefits that federal tax law bars providing under the Retirement Plan. Benefits are generally determined and payable under the same terms and conditions as the Retirement Plan (except as noted below) without regard to federal tax limitations on amounts of includible compensation and maximum benefits. Benefits paid are reduced by the value of benefits payable under the Retirement Plan. PEP retirement distributions are always paid in the form of a lump sum. Lump sums are calculated as the actuarial equivalent of the participant’s life only annuity. Participants who terminate employment prior to meeting eligibility for Early or Normal Retirement must take their benefits from this plan in the form of a monthly annuity. Present Value of Accumulated Benefits For all plans, the present value of accumulated benefits (determined as of December 31, 2023) is calculated assuming that each participant is eligible to receive an unreduced benefit payable in the form of a single lump sum at age 62. This is consistent with the methodologies used in financial accounting calculations. In addition, the economic assumptions for the lump sum interest rate, post retirement mortality, and discount rate are also consistent with those used in financial accounting calculations at each measurement date. Nonqualified Deferred Compensation Amounts reflected in the Nonqualified Deferred Compensation table below are provided for under the Company’s EID, LRP and TCN plans. These plans are unfunded, unsecured, deferred, account-based compensation plans. For each calendar year, participants are permitted under the EID Program to defer up to 85% of their base pay and up to 100% of their annual cash incentive award. EID Program Deferred Investments under the EID Program. Amounts deferred under the EID Program may be invested in the following phantom investment alternatives (12-month investment returns, as of December 31, 2023, are shown in parentheses):

  125. Lump Sum Availability

    | ∎ | YUM! Stock Fund (4.01%*) |

  126. Lump Sum Availability

    | ∎ | YUM! Matching Stock Fund (4.01%*) |

  127. Lump Sum Availability

    | ∎ | S&P 500 Index Fund (26.28%) |

  128. Lump Sum Availability

    | ∎ | Bond Market Index Fund (5.61%) |

  129. Lump Sum Availability

    | ∎ | Stable Value Fund (2.73%) |

  130. Lump Sum Availability

    * Assumes dividends are reinvested.

  131. Lump Sum Availability

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  132. Lump Sum Availability

    All of the phantom investment alternatives offered under the EID Program are designed to match the performance of actual investments; that is, they provide market rate returns and do not provide for preferential earnings. The S&P 500 index fund, bond market index fund and stable value fund are designed to track the investment return of like-named funds offered under the Company’s 401(k) Plan. The YUM! Stock Fund and YUM! Matching Stock Fund track the investment return of the Company’s common stock. Participants may transfer funds between the investment alternatives on a quarterly basis except (1) funds invested in the YUM! Stock Fund or YUM! Matching Stock Fund may not be transferred once invested in these funds and (2) a participant may only elect to invest into the YUM! Matching Stock Fund at the time the annual incentive deferral election is made. In the case of the Matching Stock Fund, participants who defer their annual incentive into this fund acquire additional phantom shares (RSUs) equal to 33% of the RSUs received with respect to the deferral of their annual incentive into the YUM! Matching Stock Fund (the additional RSUs are referred to as “matching contributions”). The RSUs attributable to the matching contributions are allocated on the same day the RSUs attributable to the annual incentive are allocated, which is the same day we make our annual stock appreciation right grants. Eligible amounts attributable to the matching contribution under the YUM! Matching Stock Fund are included in column (c) below as contributions by the Company (and represent amounts actually credited to the NEO’s account during 2023). Beginning with their 2009 annual incentive award, those who are eligible for annual PSU awards are no longer eligible to participate in the Matching Stock Fund. RSUs attributable to annual incentive deferrals into the YUM! Matching Stock Fund and matching contributions vest on the second anniversary of the grant (or upon a change of control of the Company, if earlier) and are payable as shares of YUM common stock pursuant to the participant’s deferral election. Unvested RSUs held in a participant’s YUM! Matching Stock Fund account are forfeited if the participant voluntarily terminates employment with the Company within two years of the deferral date. If a participant terminates employment involuntarily, the portion of the account attributable to the matching contributions is forfeited and the participant will receive an amount equal to the amount of the original amount deferred. If a participant dies or becomes disabled during the restricted period, the participant fully vests in the RSUs. Dividend equivalents are accrued during the restricted period but are only paid if the RSUs vest. In the case of a participant who has attained age 55 with 10 years of service, or age 65 with five years of service, RSUs attributable to bonus deferrals into the YUM! Matching Stock Fund vest immediately and RSUs attributable to the matching contribution vest on the second anniversary of the deferral date. Distributions under EID Program. When participants elect to defer amounts into the EID Program, they also select when the amounts ultimately will be distributed to them. Distributions may either be made in a specific year – whether or not employment has then ended – or at a time that begins at or after the executive’s retirement, separation or termination of employment. Distributions can be made in a lump sum or quarterly or annual installments for up to 20 years. Initial deferrals are subject to a minimum two-year deferral. In general, with respect to amounts deferred after 2005 or not fully vested as of January 1, 2005, participants may change their distribution schedule, provided the new elections satisfy the requirements of Section 409A of the Internal Revenue Code. In general, Section 409A requires that:

  133. Lump Sum Availability

    | ∎ | Distribution schedules cannot be accelerated (other than for a hardship) |

  134. Lump Sum Availability

    | ∎ | To delay a previously scheduled distribution, |

  135. Lump Sum Availability

    | – | A participant must make an election at least one year before the distribution otherwise would be made, and |

  136. Lump Sum Availability

    | – | The new distribution cannot begin earlier than five years after it would have begun without the election to re-defer. |

  137. Lump Sum Availability

    With respect to amounts deferred prior to 2005, to delay a distribution the new distribution cannot begin until two years after it would have begun without the election to re-defer. Investments in the YUM! Stock Fund and YUM! Matching Stock Fund are only distributed in shares of Company stock. Leadership Retirement Plan LRP Account Returns. The LRP provides an annual earnings credit to each participant’s account based on the value of participant’s account at the end of each year. Under the LRP, Messrs. Turner and Powell will receive an annual earnings credit equal to the Moody’s Aa Corporate Bond Yield Average for maturities 20 years and above (currently 5.05%) of their account balances. The Company’s contribution (“Employer Credit”) for 2023 was equal to 4% of salary plus target bonus for Messrs. Turner and Powell. Distributions under LRP. Under the LRP, participants who became eligible to participate in the plan before January 1, 2019 and are age 55 or older are entitled to a lump sum distribution of their account balance in the quarter following their separation of employment. Alternatively, these participants may elect to be paid in 5 or 10-year installments following the attainment of age 55. If these participants are under age 55 with a vested LRP benefit that, combined with any other deferred compensation benefits covered under Code Section 409A exceeds $22,500, they will not receive a distribution until the calendar quarter that follows the participant’s 55th birthday. Participants who become eligible to participate in LRP after January 1, 2019 (including Messrs. Turner and Powell will receive a lump sum distribution following separation from employment. Third Country National Plan TCN Account Returns. The TCN provides an annual earnings credit to each participant’s account based on the value of each participant’s account at the end of each year. Under the TCN, Mr. Sami receives an annual earnings credit equal to 5%. For Mr. Sami, the Employer Credit for 2023 was equal to 15% of his salary plus target bonus. Distributions under TCN. Under the TCN, participants age 55 or older with a balance of $19,500 or more, are entitled to a lump sum distribution of their account balance in the quarter following their separation of employment. Participants under age 55 who separate employment with the Company will receive interest annually and their account balance will be distributed in the quarter following their 55th birthday.

  138. Lump Sum Availability

    | Name | Plan Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at Last FYE ($)(5) | | (a) | | (b) | (c) | (d) | (e) | (f) | | Gibbs | EID | – | – | 502,151 | – | 4,780,451 | | | Total | – | – | 502,151 | – | 4,780,451 | | Turner | EID | – | – | – | – | – | | | LRP | – | 77,400 | 6,656 | 2,887 | 309,905 | | | Total | – | 77,400 | 6,656 | 2,887 | 309,905 | | Skeans | EID | – | – | 53,709 | – | 591,623 | | | Total | – | – | 53,709 | – | 591,623 | | Sami | EID | – | – | – | – | – | | | TCN | – | 246,531 | 100,272 | – | 2,352,245 | | | Total | – | 246,531 | 100,272 | – | 2,352,245 | | Powell | EID | – | – | – | – | – | | | LRP | – | 69,300 | 2,180 | – | 146,411 | | | Total | – | 69,300 | 2,180 | – | 146,411 |

  139. Lump Sum Availability

    (1) Amounts in column (b) reflect deferred amounts that were also reported as compensation in our Summary Compensation Table filed last year or, would have been reported as compensation in our Summary Compensation Table last year if the executive were a NEO, and deferrals of base salary into the EID Program. (2) Amounts in column (c) reflect Company contributions for EID and LRP and TCN allocations. See footnote 6 of the Summary Compensation Table for more detail. (3) Amounts in column (d) reflect earnings during the last fiscal year on deferred amounts. All earnings are based on the investment alternatives offered under the EID Program or the earnings credits provided under the LRP and TCN described in the narrative above this table. The EID Program earnings are market based returns and, therefore, are not reported in the Summary Compensation Table. For Messrs. Turner, Sami and Powell, of the earnings reflected in this column, none were deemed above market earnings accruing to their accounts under the LRP and TCN.

  140. Lump Sum Availability

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  141. Lump Sum Availability

    (4) All amounts shown in column (e) were distributed in accordance with the executive’s deferral election, except in the case of the following amounts distributed to pay payroll taxes due upon their account balance under the EID Program or LRP/TCN for 2023.

  142. Lump Sum Availability

    | Gibbs | – | | Turner | 2,887 | | Skeans | – | | Sami | – | | Powell | – |

  143. Lump Sum Availability

    (5) Amounts reflected in column (f) are the year-end balances for each executive under the EID Program and the LRP and TCN. As required under SEC rules, below is the portion of the year-end balance for each executive which has previously been reported as compensation to the executive in the Company’s Summary Compensation Table for 2023 and prior years.

  144. Lump Sum Availability

    | Gibbs | – | | Turner | $316,570 | | Skeans | – | | Sami | $246,531 | | Powell | $133,300 |

  145. Lump Sum Availability

    Potential Payments Upon Termination or Change in Control The information below describes and quantifies certain compensation that would become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2023, given the NEO’s compensation and service levels as of such date and, if applicable, based on the Company’s closing stock price on that date. These benefits are in addition to benefits available generally to salaried employees, such as distributions under the Company’s 401(k) Plan, retiree medical benefits, disability benefits and accrued vacation pay. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the executive’s age. SAR Awards. If one or more NEOs terminated employment for any reason other than retirement, death, disability or following a change in control as of December 31, 2023, they could exercise the SARs that were exercisable on that date as shown at the Outstanding Equity Awards at Year-End table on page 63, otherwise all SARs, pursuant to their terms, would have been forfeited and cancelled after that date. If the NEO had retired, died or become disabled as of December 31, 2023, exercisable SARs would remain exercisable through the term of the award and unvested shares would continue to vest if the award was granted at least one year before retirement and vesting would be accelerated for all SARs in the event of death. Except in the case of a change in control or death, no SARs become exercisable on an accelerated basis. In the case of an involuntary termination of employment as of December 31, 2023 following a change in control or death, each NEO would receive the following: Mr. Gibbs $5,209,195, Mr. Turner $1,249,485, Ms. Skeans $1,269,583, Mr. Sami $222,788, and Mr. Powell $120,921. RSU Awards. If one or more NEOs terminated employment for any reason other than retirement, death, disability or following a change in control as of December 31, 2023, all unvested RSUs, pursuant to their terms, would have been forfeited and cancelled after that date. If the NEO had retired, died or become disabled as of December 31, 2023, unvested annual RSUs would continue to vest if the award was granted at least one year before retirement and vesting would be accelerated for all annual RSUs granted in 2022 and 2023 in the event of death (CEO Award RSUs receive pro rata vesting in the event of death or retirement). Except in the case of a change in control or death, no RSUs become vested on an accelerated basis. In the case of an involuntary termination of employment as of December 31, 2023 following a change in control or death, each NEO would receive the following: Mr. Gibbs $12,852,866, Mr. Turner $1,218,729, Ms. Skeans $1,955,120, Mr. Sami $2,023,213, and Mr. Powell $2,075,865. Executive Income Deferral Program. As described in more detail beginning at page 67, the NEOs participate in the EID Program, which permits the deferral of salary and annual incentive compensation. The last column of the Nonqualified Deferred Compensation Table on page 69 includes each NEO’s aggregate balance at December 31, 2023. The NEOs are entitled to receive their vested amount under the EID Program in case of voluntary termination of employment. In the case of involuntary termination of employment, they are entitled to receive their vested benefit and the amount of the unvested benefit that corresponds to their deferral. In the case of death, disability or retirement after age 65, they or their beneficiaries are entitled to their entire account balance as shown in the last column of the Nonqualified Deferred Compensation table on page 69. In the case of an involuntary termination of employment as of December 31, 2023, each NEO would receive the following: Mr. Gibbs $4,780,451, Mr. Turner $0, Ms. Skeans $591,623, Mr. Sami $0, and Mr. Powell $0. As discussed at page 67, these amounts reflect base salary or bonuses previously deferred by the executive and appreciation on these deferred amounts (see page 67 for discussion of investment alternatives available under the EID). Thus, these EID account balances represent deferred base salary or bonuses (earned in prior years) and appreciation of their accounts based primarily on the performance of the Company’s stock. Leadership Retirement Plan. Under the LRP, participants who become eligible to participate after January 1, 2019 (including Messrs. Turner and Powell) will receive a lump sum distribution following separation from employment unless they elect to be paid in 5 or 10-year installments after attaining age 54. In case of termination of employment as of December 31, 2023, Mr. Turner would have received $309,905 and Mr. Powell would have received $146,411. Third Country National Plan. Under the TCN, participants age 55 or older are entitled to a lump sum distribution of their account balance in the quarter following their termination of employment. Participants under age 55 who terminate will receive interest annually and their account balance will be distributed in the quarter following their 55th birthday. In case of termination of employment as of December31, 2023, Mr. Sami would have received $2,352,245. Performance Share Unit Awards. If one or more NEOs terminated employment for any reason other than retirement or death or following a change in control and prior to achievement of the performance criteria and vesting period, then the award would be cancelled and forfeited. If the NEO had retired or died or been involuntarily terminated following a change in control, as of December 31, 2023, the PSU award would be paid out based on actual performance for the performance period (or target performance if termination is in same year PSU granted), subject to a pro rata reduction reflecting the portion of the performance period not worked by the NEO. If any of these payouts had occurred on December 31, 2023, Messrs. Gibbs, Turner, Sami and Powell and Ms. Skeans would have been entitled to $7,766,118, $1,753,087, $1,282,132, $1,410,946, and $1,881,899, respectively, assuming target performance. Pension Benefits. The Pension Benefits Table on page 65 describes the general terms of each pension plan in which the NEOs participate, the years of credited service and the present value of the annuity payable to each NEO assuming termination of employment as of December 31, 2023. The table on page 66 provides the present value of the lump sum benefit payable to each NEO when they attain eligibility for Early Retirement (i.e., age 55 with 10 years of service) under the plans. Life Insurance Benefits. For a description of the supplemental life insurance plans that provide coverage to the NEOs, see the All Other Compensation Table on page 60. If the NEOs had died on December 31, 2023, the survivors of Messrs. Gibbs, Turner, Sami and Powell and Ms. Skeans would have received Company-paid life insurance of $3,000,000, $1,935,000, $1,000,000, $1,733,000, and $1,980,000, respectively, under this arrangement. Executives and all other salaried employees can purchase additional life insurance benefits up to a maximum combined company paid and additional life insurance of $3.5 million. This additional benefit is not paid or subsidized by the Company and, therefore, is not shown here.

  146. Lump Sum Availability

    Change in Control. Change in control severance agreements are in effect between YUM and certain key executives (including Messrs. Gibbs, Turner, Sami and Powell and Ms. Skeans). These agreements are general obligations of YUM, and provide, generally, that if, within two years subsequent to a change in control of YUM, the employment of the executive is terminated (other than for cause, or for other limited reasons specified in the change in control severance agreements) or the executive terminates employment for Good Reason (defined in the change in control severance agreements to include a diminution of duties and responsibilities or benefits), the executive will be entitled to receive the following:

  147. Lump Sum Availability

    | ∎ | a proportionate annual incentive assuming achievement of target performance goals under the bonus plan or, if higher, assuming continued achievement of actual Company performance until date of termination; |

  148. Lump Sum Availability

    | ∎ | a severance payment equal to two times the sum of the executive’s base salary and the target bonus or, if higher, the actual bonus for the year preceding the change in control of the Company; and |

  149. Lump Sum Availability

    | ∎ | outplacement services for up to one year following termination. |

  150. Lump Sum Availability

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  151. Lump Sum Availability

    In March 2013, the Company eliminated excise tax gross-ups and implemented a best net after-tax method. See the Company’s CD&A on page 39 for more detail. The change in control severance agreements have a three-year term and are automatically renewable each January 1 for another three-year term. An executive whose employment is not terminated within two years of a change in control will not be entitled to receive any severance payments under the change in control severance agreements. Generally, pursuant to the agreements, a change in control is deemed to occur:

  152. Lump Sum Availability

    | (i) if any person acquires 20% or more of the Company’s voting securities (other than securities acquired directly from the Company or its affiliates); |

  153. Lump Sum Availability

    | (ii) if a majority of the directors as of the date of the agreement are replaced other than in specific circumstances; or |

  154. Lump Sum Availability

    | (iii) | upon the consummation of a merger of the Company or any subsidiary of the Company other than (a) a merger where the Company’s directors immediately before the change in control constitute a majority of the directors of the resulting organization, or (b) a merger effected to implement a recapitalization of the Company in which no person is or becomes the beneficial owner of securities of the Company representing 20% or more of the combined voting power of the Company’s then-outstanding securities. |

  155. Lump Sum Availability

    In addition to the payments described above, upon a change in control:

  156. Lump Sum Availability

    | ∎ | All outstanding SARs held by the executive and not otherwise exercisable will fully and immediately vest following a change in control if the executive is employed on the date of the change in control of the Company and is involuntarily terminated (other than by the Company for cause) on or within two years following the change in control. See Company’s CD&A on page 39 for more detail; |

  157. Lump Sum Availability

    | ∎ | RSUs under the Company’s EID Program or otherwise held by the executive will automatically vest; and |

  158. Lump Sum Availability

    | ∎ | Pursuant to the Company’s Performance Share Plan under the LTIP, all PSU awards awarded in the year in which the change in control occurs, will be paid out at target assuming a target level performance had been achieved for the entire performance period, subject to a pro rata reduction to reflect the portion of the performance period after the change in control. All PSUs awarded for performance periods that began before the year in which the change in control occurs will be paid out assuming performance achieved for the performance period was at the greater of target level performance or projected level of performance at the time of the change in control, subject to pro rata reduction to reflect the portion of the performance period after the change in control. In all cases, executives must be employed with the Company on the date of the change in control and involuntarily terminated upon or following the change in control and during the performance period. See Company’s CD&A on page 39 for more detail. |

  159. Lump Sum Availability

    If a change in control and each NEO’s involuntary termination had occurred as of December 31, 2023, the following payments or other benefits would have been made or become available.

  160. Lump Sum Availability

    | | Gibbs $ | Turner $ | Skeans $ | Sami $ | Powell $ | | Severance Payment | 8,660,600 | 4,245,188 | 4,351,500 | 3,356,866 | 3,465,000 | | Annual Incentive | 4,712,500 | 1,875,938 | 1,957,500 | 1,885,059 | 948,338 | | Accelerated Vesting of SARs | 5,209,195 | 1,249,485 | 1,269,583 | 222,788 | 120,921 | | Accelerated Vesting of RSUs | 12,852,866 | 1,218,729 | 1,955,120 | 2,023,213 | 2,075,865 | | Acceleration of PSU Performance/Vesting | 7,766,118 | 1,753,087 | 1,881,899 | 1,282,132 | 1,410,946 | | Outplacement | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | | TOTAL | 39,226,279 | 10,367,426 | 11,440,603 | 8,795,057 | 8,046,070 |

  161. CEO Pay Ratio

    CEO Pay Ratio Each year the Company and our franchisees around the world create thousands of restaurant jobs, which are part-time, entry-level opportunities to grow careers at our KFC, Pizza Hut, Taco Bell and The Habit Burger Grill brands. As evidence of the opportunities these positions create, approximately 80% of our Company-owned Restaurant General Managers (“RGMs”) located in the U.S. have been promoted from other positions in our restaurants and such RGMs often earn competitive pay greater than the average American household income. In the United States, approximately 90% of our Company-owned restaurant employees are part-time and at least 50% have been employed by the Company for less than a year. As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Gibbs, our Chief Executive Officer (our “CEO”). To identify the 2023 median employee, we used the December 2023 base wages or base salary information for all employees who were employed by us on December 31, 2023, excluding our CEO. We included all full-time and part-time employees and annualized the employees’ base salary or base wages to reflect their compensation for 2023. We believe the use of base wages or base salary for all employees is a consistently applied compensation measure. As of December 31, 2023, our global workforce used for determining the pay ratio was approximately 35,000 employees (approximately 25,000 in the U.S. and 10,000 internationally). After calculating employee compensation, our median employee was identified as a part-time Taco Bell restaurant employee in the United States. After identifying the median employee, we calculated total annual compensation in accordance with the requirements of the Summary Compensation Table. For 2023, the total compensation of our CEO, as reported in the Summary Compensation Table at page 59, was $21,238,955. The total compensation of our median employee was estimated to be $17,628. As a result, we estimate that our CEO to median employee pay ratio is 1205:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  162. CEO Pay Ratio

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  163. CEO Pay Ratio

    As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Management Planning and Development Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the company’s performance, see “Compensation Discussion and Analysis” on page 39 above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to SARs, RSUs and PSUs. See the “2023 Option Exercises and Stock Vested” table on page 65 for more information. The following table sets forth additional compensation information of our Chief Executive Officer (CEO) and our non-CEO NEOs along with total shareholder return, net income, and Core Operating Profit Growth performance results for 2020, 2021, 2022 and 2023.

  164. CEO Pay Ratio

    | Year (1) | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($) (2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs($) (2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) | Core Operating Profit Growth (9) | | | | | | | Total Shareholder Return ($) (8) | Peer Group Total Shareholder Return ($) (8) | | | | 2023 | 21,238,955 | 19,362,404(4) | 5,606,206 | 5,685,564(4) | 140 | 149 | 1,597,000,000 | 12% | | 2022 | 16,671,654 | 16,099,314(5) | 4,984,077 | 4,629,758(5) | 134 | 104 | 1,325,000,000 | 5% | | 2021 | 27,578,659 | 45,011,805(6) | 8,305,919 | 13,880,647(6) | 143 | 166 | 1,575,000,000 | 18% | | 2020 | 14,631,451 | 10,894,204(7) | 4,294,455 | 4,270,359(7) | 110 | 133 | 904,000,000 | (7)% |

  165. CEO Pay Ratio

    (1) The CEO and NEOs included in the above compensation columns reflect the following:

  166. CEO Pay Ratio

    | Year | CEO | NEOs | | 2023 | David Gibbs | Chris Turner, Tracy Skeans, Sabir Sami, Aaron Powell | | 2022 | David Gibbs | Chris Turner, Tracy Skeans, Mark King, Aaron Powell | | 2021 | David Gibbs | Chris Turner, Tracy Skeans, Mark King, Tony Lowings | | 2020 | David Gibbs | Chris Turner, Tracy Skeans, Mark King, Tony Lowings |

  167. CEO Pay Ratio

    (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for RSU awards, closing price of YUM common stock on applicable year-end dates or, in the case of vesting dates, the actual vesting price, (2) for PSU awards, the same valuation methodology as RSU awards above except year-end and vesting date values are multiplied by the probability of achievement or actual results, as applicable, as of each such date and, for PSU awards with market-based conditions, the probability is determined based on the outcome of a Monte Carlo simulation and (3) for SARs, the fair value calculated by a Black-Scholes option-pricing model as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair values but using the closing YUM or YUM China common stock price on the applicable revaluation date as the current market price as of the revaluation date, and in all cases based on expected term, as determined using the simplified method, volatility, dividend rates and risk free rates determined as of the revaluation date. The simplified method was used to determine expected term as of the revaluation date as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for awards with remaining contractual terms of less than 10 years. (3) For the portion of “Compensation Actually Paid” that is based on stock prices, the following prices were used: for 2023: $130.66 (a 2% increase from prior year); for 2022: $128.08 (an 8% reduction from prior year), for 2021: $138.86 (a 28% increase from prior year), and for 2020: $108.56 (an 8% increase from prior year). Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table

  168. CEO Pay Ratio

    | | CEO ($) | Average of Non-CEO NEOs ($) | | Total Reported in 2023 Summary Compensation Table (SCT) | 21,238,955 | 5,606,206 | | Less, Value of Stock & Option Awards Reported in SCT | 11,971,618 | 2,602,626 | | Less, Change in Pension Value in SCT | 2,999,005 | 93,896 | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 602,421 | 57,783 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 12,975,399 | 2,820,850 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 1,934,143 | 369,155 | | Plus, Fair Value of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (2,417,891) | (471,908) | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | — | — | | Total Adjustments | (1,876,551) | 79,358 | | “Compensation Actually Paid” for Fiscal Year 202 3 | 19,362,404 | 5,685,564 |

  169. CEO Pay Ratio

    (5) 2022 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

  170. CEO Pay Ratio

    | | CEO ($) | Average of Non-CEO NEOs ($) | | Total Reported in 2022 Summary Compensation Table (SCT) | 16,671,654 | 4,984,077 | | Less, Value of Stock & Option Awards Reported in SCT | 11,763,389 | 2,342,510 | | Less, Change in Pension Value in SCT | 367,990 | — | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 623,605 | 82,464 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 13,486,323 | 2,685,599 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (730,276) | (185,202) | | Plus, Fair Value of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (1,820,613) | (594,670) | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | — | — | | Total Adjustments | (572,340) | (354,319) | | “Compensation Actually Paid” for Fiscal Year 2022 | 16,099,314 | 4,629,758 |

  171. CEO Pay Ratio

    (6) 2021 “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the Non-CEO NEOs reflect the following adjustments from Total Compensation reported in the Summary Compensation Table:

  172. CEO Pay Ratio

    | | CEO ($) | Average of Non-CEO NEOs ($) | | Total Reported in 2021 Summary Compensation Table (SCT) | 27,578,659 | 8,305,919 | | Less, Value of Stock & Option Awards Reported in SCT | 15,936,623 | 4,449,129 | | Less, Change in Pension Value in SCT | 4,789,314 | 203,750 | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 1,597,763 | 73,389 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 28,021,727 | 7,768,744 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 7,360,149 | 2,090,847 | | Plus, Fair Value of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | 1,179,444 | 294,627 | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | — | — | | Total Adjustments | 17,433,146 | 5,574,728 | | “Compensation Actually Paid” for Fiscal Year 2021 | 45,011,805 | 13,880,647 |

  173. CEO Pay Ratio

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  174. CEO Pay Ratio

    Non-CEO NEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  175. CEO Pay Ratio

    | | CEO ($) | Average of Non-CEO NEOs ($) | | Total Reported in 2020 Summary Compensation Table (SCT) | 14,631,451 | 4,294,455 | | Less, Value of Stock & Option Awards Reported in SCT | 8,146,446 | 1,963,535 | | Less, Change in Pension Value in SCT | 4,517,703 | 463,105 | | Plus, Pension Service Cost and impact of Pension Plan Amendments | 445,160 | 52,089 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 8,657,431 | 2,206,217 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 351,871 | 196,358 | | Plus, Fair Value of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from Prior Year-End) of Prior Year awards that Vested this year | (527,560) | (52,120) | | Less, Prior Year Fair Value of Prior Year awards that failed to vest this year | — | — | | Total Adjustments | (3,737,247) | (24,096) | | “Compensation Actually Paid” for Fiscal Year 2020 | 10,894,204 | 4,270,359 |

  176. CEO Pay Ratio

    (8) Company and Peer Group TSR reflects the Company’s peer group (S&P 500 Consumer Discretionary Index) as reflected in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2023. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 27, 2019. (9) Core Operating Profit is a non-GAAP measure. Core Operating Profit is determined by excluding from Operating Profit both Special Items, which the Company does not believe are indicative of our ongoing operations due to their size and/or nature, and the impacts of foreign currency translation. Special Items include, among other items, gain or loss associated with market-wide refranchising, operating profit or loss associated with the decision to cease operations in Russia, and certain charges associated with resource optimization. See pages 31-32 and 35-36 in Item 7 of YUM’s Form 10-K for the fiscal year ended on December 31, 2023 for a discussion of Core Operating Profit in 2023. Core Operating Profit Growth shown above for 2020 excludes the impact of a 53rd week in 2019. Pay versus Performance Descriptive Disclosure We chose Core Operating Profit Growth as our Company Selected Measure for evaluating Pay versus Performance because it is a key metric in our annual bonus (50% weighting) and annual PSU Plans (50% weighting) in 2023. Over the four-year period from 2020 to 2023, our TSR was generally trending in a similar manner or exceeding the TSR for our peer group. The increase in the Company’s TSR lagged our peers in 2020 and 2021, and more narrowly in 2023, while our 2022 TSR performance significantly outpaced that of our peers, although our “Compensation Actually Paid” to our NEOs in 2022 decreased compared to what is reported in the Summary Compensation Table. There is generally a directionally corresponding relationship between TSR and “Compensation Actually Paid” between 2020 and 2023. As TSR increased or declined, “Compensation Actually Paid” increased or decreased accordingly. Between 2020 and 2023, we see a similar directionally corresponding relationship between Net Income and “Compensation Actually Paid.” As Net Income increased or declined over the four-year period, “Compensation Actually Paid” increased or decreased accordingly. Core Operating Profit Growth is a performance measure in both our annual bonus and PSU plans and, accordingly, we observed a correlation between Core Operating Profit Growth and “Compensation Actually Paid.” However, the increase in “Compensation Actually Paid” in 2021 was driven largely by the one-time Accelerating Profitable Growth PSU grant made to our CEO and NEOs in 2021. Pay versus Performance Tabular List The table below lists our most important financial performance measures used to link “Compensation Actually Paid” for our CEO and NEOs to company performance, over the year ending December 31, 2023. These measures are used to determine the annual bonus and PSU payouts for each of the CEO and the other NEOs. Core Operating Profit Growth, Same Store Sales Growth and Net New Unit Growth are key metrics under our annual bonus plan, while Core Operating Profit Growth and System Sales Growth are the primary metrics under our annual PSU plan. For more information on our annual bonus and PSUs, see the Compensation Discussion and Analysis, beginning on page 39 of this Proxy Statement. The performance measures included in this table are not ranked by relative importance.

  177. CEO Pay Ratio

    | Most Important Financial Performance Measures | | Core Operating Profit Growth | | System Sales Growth | | Net New Unit Growth | | Same Store Sales Growth | | Total Shareholder Return |

  178. CEO Pay Ratio

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  179. CEO Pay Ratio

    EQUITY COMPENSATION PLAN INFORMATION The following table summarizes, as of December 31, 2023, the equity compensation plans under which we may issue shares of stock to our directors, officers, current employees and former employees. Those plans include the Long Term Incentive Plan (the “LTIP”) and the Restaurant General Manager Stock Option Plan (“RGM Plan”).

  180. CEO Pay Ratio

    | Plan Category | Number of Securities To be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders | 5,816,786(1) | 92.68(2) | 22,943,859(3) | | Equity compensation plans not approved by security holders | 15,577(4) | 57.28(2) | – | | TOTAL | 5,832,363(1) | 92.58(2) | 22,943,859(3) |

  181. CEO Pay Ratio

    (1) Includes 2,643,300 shares issuable in respect of RSUs, performance units and deferred units. (2) Weighted average exercise price of outstanding Options and SARs only. (3) Includes 11,471,929 shares available for issuance of awards of stock units, restricted stock, restricted stock units and performance share unit awards under the LTIP Plan. (4) Awards are made under the RGM Plan. What are the key features of the LTIP? The LTIP provides for the issuance of up to 92,600,000 shares of stock as non-qualified stock options, incentive stock options, SARs, restricted stock, restricted stock units, performance shares or performance units. Only our employees and directors are eligible to receive awards under the LTIP. The purpose of the LTIP is to motivate participants to achieve long range goals, attract and retain eligible employees, provide incentives competitive with other similar companies and align the interest of employees and directors with those of our shareholders. The LTIP is administered by the Management Planning and Development Committee of the Board of Directors (the “Committee”). The exercise price of a stock option grant or SAR under the LTIP may not be less than the closing price of our stock on the date of the grant, and no options or SARs may have a term of more than ten years. The options and SARs that are currently outstanding under the LTIP generally vest over a one-to-four-year period and expire ten years from the date of the grant. Our shareholders approved the LTIP in 1999, and the plan as amended in 2003, 2008 and 2016. What are the key features of the RGM Plan? Effective May 20, 2016, we canceled the remaining shares available for issuance under the RGM Plan, except for the approximately 220,000 shares necessary to satisfy then outstanding awards. No future awards will be made under the RGM Plan. The RGM Plan has provided for the issuance shares of common stock at a price equal to or greater than the closing price of our stock on the date of grant. The RGM Plan allowed us to award non-qualified stock options, SARs, restricted stock and RSUs. Employees, other than executive officers, have been eligible to receive awards under the RGM Plan. The purpose of the RGM Plan was (i) to give restaurant general managers (“RGMs”) the opportunity to become owners of stock, (ii) to align the interests of RGMs with those of YUM’s other shareholders, (iii) to emphasize that the RGM is YUM’s #1 leader, and (iv) to reward the performance of RGMs. In addition, the Plan provides incentives to Area Coaches, Franchise Business Leaders and other supervisory field operation positions that support RGMs and have profit and loss responsibilities within a defined region or area. While all non-executive officer employees have been eligible to receive awards under the RGM plan, all awards granted have been to RGMs or their direct supervisors in the field. Grants to RGMs generally have four-year vesting and expire after ten years. The RGM Plan is administered by the Committee, and the Committee has delegated its responsibilities to the Chief People Officer of the Company. The Board of Directors approved the RGM Plan on January 20, 1998. AUDIT COMMITTEE REPORT AUDIT COMMITTEE REPORT Who serves on the Audit Committee of the Board of Directors? The members of the Audit Committee (for purposes of this report, the “Committee”) are Paget L. Alves, M. Brett Biggs, Tanya L. Domier, Susan Doniz and Annie Young-Scrivner. Mr. Alves serves as Chair of the Committee. The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of applicable SEC regulations and the listing standards of the NYSE and that Mr. Alves, the chair of the Committee, is qualified as an audit committee financial expert within the meaning of SEC regulations. The Board has also determined that Mr. Alves has accounting and related financial management expertise within the meaning of the listing standards of the NYSE and that each member of the Committee is financially literate within the meaning of the NYSE listing standards. What document governs the activities of the Audit Committee? The Audit Committee operates under a written charter adopted by the Board of Directors. The Committee’s responsibilities are set forth in this charter, which was amended and restated effective January 26, 2023. The charter is reviewed by management at least annually, and any recommended changes are presented to the Audit Committee for review and approval. The charter is available on our website at http://investors.yum.com/committee-composition-and-charters. What are the responsibilities of the Audit Committee? The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company’s financial statements, the adequacy of the Company’s system of internal controls and procedures and disclosure controls and procedures, the Company’s risk management, the Company’s compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of the Company’s internal audit function and independent auditors, and the Food pillar of the Company’s environmental, social and governance strategy referred to as the YUM! Good Growth Strategy. The Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the Committee deems necessary to carry out its duties and receive appropriate funding, as determined by the Committee, from the Company for such advice and assistance. The Committee has sole authority over the selection of the Company’s independent auditors and manages the Company’s relationship with its independent auditors (who report directly to the Committee). KPMG LLP has served as the Company’s independent auditors since 1997. Each year, the Committee evaluates the performance, qualifications and independence of the independent auditors. The Committee is also involved in the selection of the lead audit partner. In evaluating the Company’s independent auditors, the Committee considers the quality of the services provided, as well as the independent auditors’ and lead partner’s capabilities and technical expertise and knowledge of the Company’s operations and industry. The Committee met 8 times during 2023. The Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The Committee’s meetings generally include private sessions with the Company’s independent auditors and with the Company’s internal auditors, in each case without the presence of the Company’s management, as well as executive sessions consisting of only Committee members. In addition to the scheduled meetings, senior management confers with the Committee or its Chair from time to time, as senior management deems advisable or appropriate, in connection with issues or concerns that arise throughout the year. Management is responsible for the Company’s financial reporting process, including its system of internal control over financial reporting, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the U.S. The Company’s independent auditors are responsible for auditing those financial statements in accordance with professional standards and expressing an opinion as to their material conformity with U.S. generally accepted accounting principles and for auditing the effectiveness of the Company’s internal control over financial reporting. The Committee’s responsibility is to monitor and review the Company’s financial reporting process and discuss management’s report on the Company’s internal control over financial reporting. It is not the Committee’s duty or responsibility to conduct audits or accounting reviews or procedures. The Committee has relied, without independent

  182. CEO Pay Ratio

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  183. CEO Pay Ratio

    verification, on management’s representations that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the U.S. and that the Company’s internal control over financial reporting is effective. The Committee has also relied, without independent verification, on the opinion of the independent auditors included in their report regarding the Company’s financial statements and effectiveness of internal control over financial reporting. What matters have members of the Audit Committee discussed with management and the independent auditors? As part of its oversight of the Company’s financial statements, the Committee reviews and discusses with both management and the Company’s independent auditors all annual and quarterly financial statements prior to their issuance. With respect to each 2023 fiscal reporting period, management advised the Committee that each set of financial statements reviewed had been prepared in accordance with accounting principles generally accepted in the U.S., and reviewed significant accounting and disclosure issues with the Committee. These reviews included discussions with the independent auditors of matters required to be discussed pursuant to Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (Communication with Audit Committees), including the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and disclosures related to critical accounting practices. The Committee has also discussed with KPMG LLP matters relating to its independence, including a review of audit and non-audit fees and the written disclosures and letter received from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the Committee concerning independence. The Committee also considered whether non-audit services provided by the independent auditors are compatible with the independent auditors’ independence. The Committee also received regular updates, and written summaries as required by the PCAOB rules (for tax and other services), on the amount of fees and scope of audit, audit-related, tax and other services provided. In addition, the Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of the Company’s internal and disclosure control structure. As part of this process, the Committee continued to monitor the scope and adequacy of the Company’s internal auditing program, reviewing staffing levels and steps taken to implement recommended improvements in internal procedures and controls. The Committee reviewed and discussed the Company’s enterprise risk management program and key risks, including the Company’s business and financial technology risk exposure, which includes data privacy and data protection, information security and cybersecurity. It also reviewed and discussed risks relating to the Food pillar of the YUM! Good Growth Strategy, including food safety and supply chain risk. The Committee also reviewed and discussed legal and compliance matters with management, and, as necessary or advisable, the Company’s independent auditors. Has the Audit Committee made a recommendation regarding the audited financial statements for fiscal 2023? Based on the Committee’s discussions with management and the independent auditors and the Committee’s review of the representations of management and the report of the independent auditors to the Board of Directors and shareholders, and subject to the limitations on the Committee’s role and responsibilities referred to above and in the Audit Committee Charter, the Committee recommended to the Board of Directors that it include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC. Who prepared this report? This report has been furnished by the members of the Audit Committee: Paget L. Alves, Chairperson M. Brett Biggs Tanya L. Domier Susan Doniz Annie Young-Scrivner ADDITIONAL INFORMATION Additional Information Who pays the expenses incurred in connection with the solicitation of proxies? Expenses in connection with the solicitation of proxies will be paid by the Company. Proxies are being solicited principally by mail, by telephone and through the Internet. In addition, our directors, officers and regular employees, without additional compensation, may solicit proxies personally, by e-mail, telephone, fax or special letter. We will reimburse brokerage firms and others for their expenses in forwarding proxy materials to the beneficial owners of our shares. How may I elect to receive shareholder materials electronically and discontinue my receipt of paper copies? YUM shareholders with shares registered directly in their name who received shareholder materials in the mail may elect to receive future annual reports and proxy statements from us and to vote their shares through the Internet instead of receiving copies through the mail. We are offering this service to provide shareholders with added convenience, to reduce our environmental impact and to reduce Annual Report printing and mailing costs. To take advantage of this option, shareholders must subscribe to one of the various commercial services that offer access to the Internet. Costs normally associated with electronic access, such as usage and telephone charges, will be borne by the shareholder. To elect this option, go to www.computershare.com, click on Shareholder Account Access, log in and locate the option to receive Company mailing via e-mail. Shareholders who elect this option will be notified by mail how to access the proxy materials and how to vote their shares on the Internet or by phone. If you consent to receive future proxy materials electronically, your consent will remain in effect unless it is withdrawn by writing our Transfer Agent, Computershare, Inc., 462 South 4th Street, Suite 1600, Louisville, Kentucky 40202 or by logging onto our Transfer Agent’s website at www.computershare.com and following the applicable instructions. Also, while this consent is in effect, if you decide you would like to receive a hard copy of the proxy materials, you may call, write or e-mail Computershare, Inc. I share an address with another shareholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials? The Company has adopted a procedure called “householding” which has been approved by the SEC. The Company and some brokers household proxy materials, delivering a single Notice and, if applicable, this proxy statement and Annual Report, to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders or they participate in electronic delivery of proxy materials. Shareholders who participate in householding will continue to access and receive separate proxy cards. This process will help reduce our printing and postage fees, as well as save natural resources. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to YUM! Brands, Inc., Investor Relations, 1441 Gardiner Lane, Louisville, KY 40213 or by calling Investor Relations at 1 (888) 298-6986 or by sending an e-mail to yum.investor@yum.com.

  184. CEO Pay Ratio

    | YUM! BRANDS, INC. | | 2024 PROXY STATEMENT |

  185. CEO Pay Ratio

    May I propose actions for consideration at next year’s Annual Meeting of Shareholders or nominate individuals to serve as directors? Under the rules of the SEC, if a shareholder wants us to include a proposal in our proxy statement and proxy card for presentation at our 2025 Annual Meeting of Shareholders, the proposal must be received by us at our principal executive offices at YUM! Brands, Inc., 1441 Gardiner Lane, Louisville, Kentucky 40213 by December 6, 2024. The proposal should be sent to the attention of the Corporate Secretary. Under our bylaws, certain procedures are provided that a shareholder must follow to nominate persons for election as directors or to introduce an item of business at an Annual Meeting of Shareholders that is not included in our proxy statement. These procedures provide that nominations for director nominees and/or an item of business to be introduced at an Annual Meeting of Shareholders must be submitted in writing to our Corporate Secretary at our principal executive offices and you must include information set forth in our bylaws. We must receive the notice of your intention to introduce a nomination or to propose an item of business at our 2025 Annual Meeting no later than the date specified in our bylaws. If the 2025 Annual Meeting is not held within 30 days before or after the anniversary of the date of this year’s Annual Meeting, then the nomination or item of business must be received by the tenth day following the earlier of the date of mailing of the notice of the meeting or the public disclosure of the date of the meeting. Assuming that our 2025 Annual Meeting is held within 30 days of the anniversary of this Annual Meeting, we must receive notice of your intention to introduce a nomination or other item of business at that meeting by February 15, 2025. In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by the SEC’s Rule 14a-19, which notice must be postmarked or transmitted electronically to our principal executive offices no later than 60 calendar days prior to the anniversary date of this year’s Annual Meeting (or no later than March 17, 2025). However, if the date of the 2025 Annual Meeting is changed by more than 30 calendar days from such anniversary date, then notice must be provided by the later of 60 calendar days prior to the date of the 2025 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2025 Annual Meeting is first made by the Company. In addition, our bylaws provide for proxy access for director nominations by shareholders (as described at page 18). A shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of YUM common stock representing an aggregate of at least 3% of our outstanding shares, may nominate, and include in YUM’s proxy materials, director nominees constituting up to 20% of YUM’s Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in YUM’s bylaws. Notice of proxy access director nominees must be received no earlier than November 6, 2024, and no later than December 6, 2024. The Board is not aware of any matters that are expected to come before the 2024 Annual Meeting other than those referred to in this proxy statement. If any other matter should come before the Annual Meeting, the individuals named on the form of proxy intend to vote the proxies in accordance with their best judgment. The chairperson of the Annual Meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures. Bylaw Provisions. You may contact YUM’s Corporate Secretary at the address mentioned above for a copy of the relevant bylaw provisions regarding the requirements for making shareholder proposals and nominating director candidates.

  186. CEO Pay Ratio

    | YUM! BRANDS, INC. 1441 GARDINER LANE LOUISVILLE, KY 40213 | ADMISSION TICKET Your Vote is important. Please vote immediately. VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, Yum! Brands, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you are voting by Internet or telephone, please DO NOT mail your proxy card. |

  187. CEO Pay Ratio

    TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

  188. CEO Pay Ratio

    | V41342-P06883 | KEEP THIS PORTION FOR YOUR RECORDS |

  189. CEO Pay Ratio

    — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

  190. CEO Pay Ratio

    | YUM! BRANDS, INC. | | | | | The Board of Directors recommends a vote FOR Items 1, 2 and 3, and AGAINST Items 4 and 5. | | | | | 1. Election of Directors. | | | | | Nominees: | For | Against | Abstain | | 1a. Paget L. Alves | ☐ | ☐ | ☐ | | 1b. Keith Barr | ☐ | ☐ | ☐ | | 1c. M. Brett Biggs | ☐ | ☐ | ☐ | | 1d. Christopher M. Connor | ☐ | ☐ | ☐ | | 1e. Brian C. Cornell | ☐ | ☐ | ☐ | | 1f. Tanya L. Domier | ☐ | ☐ | ☐ | | 1g. Susan Doniz | ☐ | ☐ | ☐ | | 1h. David W. Gibbs | ☐ | ☐ | ☐ | | 1i. Mirian M. Graddick-Weir | ☐ | ☐ | ☐ | | 1j. Thomas C. Nelson | ☐ | ☐ | ☐ | | 1k. P. Justin Skala | ☐ | ☐ | ☐ | | 1l. Annie Young-Scrivner | ☐ | ☐ | ☐ |

  191. CEO Pay Ratio

    | | For | Against | Abstain | | 2. Ratification of Independent Auditors. | ☐ | ☐ | ☐ | | 3. Advisory Vote on Executive Compensation. | ☐ | ☐ | ☐ | | | For | Against | Abstain | | 4. Shareholder Proposal Regarding Adoption of a Policy on the Use of Medically Important Antimicrobials in Food-Producing Animals. | ☐ | ☐ | ☐ | | 5. Shareholder Proposal Regarding Consideration of Proposed Capital Transactions Involving the Brands. | ☐ | ☐ | ☐ | | | Yes | No | | | Please indicate if you plan to attend this meeting. | ☐ | ☐ | |

  192. CEO Pay Ratio

    NOTE: Please sign exactly as the name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

  193. CEO Pay Ratio

    | Signature [PLEASE SIGN WITHIN BOX] Date |

  194. CEO Pay Ratio

    Signature (Joint Owners) Date ANNUAL MEETING

  195. FOR (1) the Election of All Nominees for Director

    FOR (1) the Election of All Nominees for Director