Yum China Holdings, Inc. · NYSE:YUMC
Yum China — Proxy Contest (August 2022)
14 slides from Yum China's proxy contest presentation, Aug 22, 2022
Slide 1: Shareholder Engagement August 2022
Shareholder Engagement August 2022 NYSE: YUMC and HKEX: 9987
Slide 2: Cautionary Statement on Forward-Looking Statements & Non-GAAP Measures
Cautionary Statement on Forward-Looking Statements & Non-GAAP Measures This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend all forward-looking statements to be covere
Slide 3: Executive Summary
Executive Summary Yum China, a Delaware corporation, is primary listed on the NYSE and secondary listed on the HKEX YUMC is pursuing a voluntary conversion to a primary listing on the HKEX (“Proposed Primary Conversion”) to broaden our investor base, increase liquidity and mitigate the risk of delis
Slide 4: Best-in-Class Governance
Yum China’s governance practices include: Best-in-Class Governance Governed by Delaware law and subject to U.S. federal securities laws as a domestic issuer. Subject to full disclosure requirements and NYSE listing rules, unlike foreign private issuers (most companies that are dual listed in the U.S
Slide 5: Primary Conversion and Estimated Timeline
Primary Conversion and Estimated Timeline Special Meeting of Stockholders Oct 11 Record date Aug 24 Received Primary Conversion application acknowledgement from HKEX Aug 15 File definitive proxy statement with SEC (around) Aug 29 Conversion effective date** Oct 24 What: secondary listing → primary l
Slide 6: Special Meeting Agenda: Proposed Items
Special Meeting Agenda: 3 Proposed Items Proposed Items 1 To approve the Board’s continuing authority to issue up to 20% of YUMC’s outstanding shares 2 To approve the Board’s continuing authority to approve YUMC’s repurchase of up to 10% of YUMC’s outstanding shares 3 To approve the 2022 Long Term I
Slide 7: Proposal 1: Share Issuance up to 20% of Outstanding Shares
Shareholder approval required for issuance of common stock, or securities convertible into common stock, representing 20%+ of stock or voting power prior to issuance Exception for public issuance for cash Rule is intended to prevent dilution to existing shareholders Proposal 1: Share Issuance up to
Slide 8: Proposal 2: Share Repurchase up to 10% of Outstanding Shares
Shareholder approval is not required Proposal 2: Share Repurchase up to 10% of Outstanding Shares YUMC will hold initial vote on general mandate in October 2022, and at annual meetings thereafter Proposal will give authority to Board until deadline for 2023 annual meeting YUMC will apply 10% aggrega
Slide 9: Proposal 3: 2022 Long Term Incentive Plan
Shareholder approval required for equity-compensation plan Proposal 3: 2022 Long Term Incentive Plan Board/Compensation Committee will have authority to grant awards under the 2022 LTIP subject to total share limit under the plan and up to the 10th anniversary of shareholder approval The 2022 LTIP i
Slide 10: Key Corporate Governance Features of the 2022 LTIP
Key Corporate Governance Features of the 2022 LTIP The following features of the 2022 LTIP are designed to reinforce alignment between the equity compensation arrangements awarded pursuant to the 2022 LTIP and our stockholders’ interests: Awards will be subject to a one-year minimum vesting period,
Slide 11: Appendix
Appendix
Slide 12: Additional Information and Where to Find It
Additional Information and Where to Find It Participants in the Solicitation Yum China and certain of its directors, officers, and other employees may be deemed to be participants in the solicitation of proxies from Yum China’s stockholders with respect to the Special Meeting. Additionally, the Comp
Slide 13: About Yum China
About Yum China Market cap: ~US$20 billion1 Primary listed on the NYSE and Secondary listed on the HKEX Majority of shares trade on the NYSE (average daily trading volume ~2.7 million shares in NYSE 2 and ~206,000 shares3 in HKEX) China’s largest restaurant company4, operating 12,000+ restaurants in
Slide 14: HFCAA Background
HFCAA Background December 2020 HFCAA became law Requires the SEC to prohibit the securities of any “covered issuer” from being traded on any of the U.S. securities exchanges, including the NYSE, if the auditor of the covered issuer’s financial statements is not subject to PCAOB inspection for three