Yum China Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 23, 2024

Yum China Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-37762		81-2421743
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

		Yum China Building
101 East Park Boulevard, Suite 805		20 Tian Yao Qiao Road
Plano, Texas 75074		Shanghai 200030
United States of America		People’s Republic of China

(Address, including zip code, of principal executive offices)

(469) 980-2898

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	YUMC	New York Stock Exchange
	9987	The Stock Exchange of Hong Kong Limited

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 5.07.	Submission of Matters to a Vote of Security Holders.

 

Yum China Holdings, Inc. (the “Company”) held its 2024 annual meeting of stockholders on Thursday, May 23, 2024, at 8:00 a.m. local time, at Kerry Hotel, 38 Hung Luen Road, Hung Hom Bay, Kowloon, Hong Kong (the “Annual Meeting”). A total of 325,243,921 shares, or 82.96% of the Company’s outstanding common stock, were present in person or represented by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company’s stockholders: (i) elected the 11 director nominees listed below to serve until the 2025 annual meeting of the Company’s stockholders; (ii) approved and ratified the appointment of KPMG Huazhen LLP and KPMG as the Company’s independent auditors for 2024; (iii) approved, on an advisory basis, the Company’s named executive officer compensation; (iv) approved the Board of Directors’ continuing authority to approve issuances of shares of common stock or securities convertible into common stock in an amount not to exceed 20% of the Company’s total number of outstanding shares of common stock as of the date of the Annual Meeting, effective from date of the Annual Meeting until the earlier of the date the next annual meeting is held or June 23, 2025; and (v) approved the Board of Directors’ continuing authority to approve the repurchases of shares of common stock in an amount not to exceed 10% of the Company’s total number of outstanding shares of common stock as of the date of the Annual Meeting, effective from date of the Annual Meeting until the earlier of the date the next annual meeting is held or June 23, 2025.

 

Set forth below are the voting results for each of the proposals presented at the Annual Meeting:

 

Proposal 1:	The election of 11 director nominees to serve until the 2025 annual meeting of the Company’s stockholders:

 

Director Name		For		Against		Abstain		Broker Non-Votes
Fred Hu		282,732,654		6,763,213		473,696		35,274,358
Joey Wat		288,990,043		510,515		469,005		35,274,358
Robert B. Aiken		289,075,608		422,918		471,037		35,274,358
Peter A. Bassi		288,793,049		701,560		474,954		35,274,358
Edouard Ettedgui		287,679,266		1,809,409		480,888		35,274,358
David Hoffmann		289,080,502		413,070		475,991		35,274,358
Ruby Lu		283,903,133		5,598,695		467,735		35,274,358
Zili Shao		288,907,349		574,207		488,007		35,274,358
William Wang		288,174,097		1,306,284		489,182		35,274,358
Min (Jenny) Zhang		287,718,535		1,778,337		472,691		35,274,358
Christina Xiaojing Zhu		288,227,962		1,275,417		466,184		35,274,358

 

Proposal 2:	The approval and ratification of the appointment of KPMG Huazhen LLP and KPMG as the Company’s independent auditors for 2024:

For		Against		Abstain		Broker Non-Votes
322,583,184		2,056,315		604,422		0

Proposal 3:	An advisory vote to approve the Company’s named executive officer compensation:

 

For		Against		Abstain		Broker Non-Votes
267,652,387		20,879,594		1,437,582		35,274,358

 

Proposal 4:

To approve the Board of Directors’ continuing authority to approve issuances of shares of common stock or securities convertible into common stock in an amount not to exceed 20% of the Company’s total number of outstanding shares of common stock as of the date of the Annual Meeting, effective from date of the Annual Meeting until the earlier of the date the next annual meeting is held or June 23, 2025.

 

For		Against		Abstain		Broker Non-Votes
277,782,099		11,483,167		704,297		35,274,358

 

 

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Proposal 5:	To approve the Board of Directors’ continuing authority to approve the repurchases of shares of common stock in an amount not to exceed 10% of the Company’s total number of outstanding shares of common stock as of the date of the Annual Meeting, effective from date of the Annual Meeting until the earlier of the date the next annual meeting is held or June 23, 2025.

 

For		Against		Abstain		Broker Non-Votes
288,305,405		709,146		955,012		35,274,358

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	YUM CHINA HOLDINGS, INC.
	By:	/s/ Pingping Liu
		Name: Pingping Liu
		Title: Chief Legal Officer
Date: May 23, 2024

 

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