YUM BRANDS INC

This proposal requests that the company amend its governing documents to permit shareholders holding an aggregate of 10% or more of outstanding common stock to call special shareholder meetings. Proponents note that a similar 10% proposal passed in 2010 but contend the Board implemented a 25% threshold instead of the 10% level approved by shareholders. The supporting statement argues a 10% threshold is a reasonable balance that provides meaningful minority shareholder rights while helping to prevent misuse, and cites other public companies that use a 10% threshold as a governance precedent. Proponents assert that, although special meetings are infrequent, the ability to call them provides an important accountability mechanism for addressing urgent or extraordinary issues between annual meetings.