Yum! Brands Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
$YUM
Restaurants
Consumer Discretionary
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D. C. 20549 | ||
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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Commission file number 1-13163
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| Section 5 – Corporate Governance and Management | |||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(b) On August 22, 2025, David Gibbs submitted his resignation as a director of Yum! Brands, Inc. ("YUM" or the "Company"). The resignation is effective on October 1, 2025. Mr. Gibbs’ resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
(d) On August 22, 2025, the Board of Directors of the Company appointed Christopher Turner as a director. The appointment is effective October 1, 2025. There is no arrangement or understanding between Mr. Turner and any other person pursuant to which he was selected as a director.
A copy of the press release announcing the above is attached as Exhibit 99.1.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
On August 22, 2025, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (the “Amended Bylaws”). The amendments to the Amended Bylaws address requirements for the submission of Shareholder notices delivered pursuant to Rule 14a-19(b) under the Exchange Act in connection with the nomination of directors, eliminate the position of Vice Chair of the Board of Directors, clarify the role of Chair of the Board of Directors, and add the role of Chief Legal Officer of the Corporation.
The foregoing description of the amendments to the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which (marked to show changes from the Amended and Restated Bylaws) is attached as Exhibit 3.2 and incorporated by reference herein.
| Section 9.01 | Financial Statements and Exhibits | ||||
| (d) | Exhibits | ||||
| Exhibit No. | Description | ||||
| 3.2 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| YUM! BRANDS, INC. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: | August 28, 2025 | /s/ Erika Burkhardt | ||||||||||||
| Chief Legal Officer and | ||||||||||||||
| Corporate Secretary | ||||||||||||||