Yum China (NYSE: YUMC) holders OK directors, pay, 20% issuance and 10% buyback

Rhea-AI Filing Summary

Yum China Holdings, Inc. reported the results of its 2026 annual meeting of stockholders, where all management proposals were approved. Stockholders representing 274,988,510 shares, or 78.30% of outstanding common stock, were present, establishing a quorum.

All 12 director nominees were elected, the appointment of KPMG Huazhen LLP and KPMG as independent auditors for 2026 was ratified, and named executive officer compensation was approved on an advisory basis. Stockholders also approved the Board’s continuing authority to issue up to 20% of the outstanding common stock and to repurchase up to 10% of the outstanding common stock, each measured as of the meeting date and effective until the earlier of the next annual meeting or June 28, 2027.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Quorum shares represented: 274,988,510 shares Quorum percentage: 78.30% Share issuance authority limit: 20% of outstanding shares +3 more

6 metrics

Quorum shares represented 274,988,510 shares Shares present or represented at 2026 annual meeting

Quorum percentage 78.30% Percent of outstanding common stock represented at meeting

Share issuance authority limit 20% of outstanding shares Maximum common stock or convertible securities issuable under Board authority

Share repurchase authority limit 10% of outstanding shares Maximum common stock repurchases under Board authority

Auditor ratification votes for 271,281,443 votes Votes in favor of appointing KPMG Huazhen LLP and KPMG

Say-on-pay votes for 231,279,153 votes Advisory approval of named executive officer compensation

Key Terms

quorum, broker non-votes, independent auditors, advisory basis, +1 more

5 terms

quorum financial

"A total of 274,988,510 shares, or 78.30% of the Company’s outstanding common stock, were present ... constituting a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"Director Name | | For | | Against | | Abstain | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditors financial

"approved and ratified the appointment of KPMG Huazhen LLP and KPMG as the Company’s independent auditors for 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

advisory basis financial

"approved, on an advisory basis, the Company’s named executive officer compensation"

securities convertible into common stock financial

"authority to approve issuances of shares of common stock or securities convertible into common stock in an amount not to exceed 20%"

Understanding 8-K Material Events →

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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 28, 2026

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. ☐

1

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

Yum China Holdings, Inc. (the “Company”) held its 2026 annual meeting of stockholders on Thursday, May 28, 2026, at 8:00 a.m. local time, at Ritz-Carlton Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong (the “Annual Meeting”). A total of 274,988,510 shares, or 78.30% 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 12 director nominees listed below to serve until the 2027 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 2026; (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 28, 2027; 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 28, 2027.

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

Proposal 1: The election of 12 director nominees to serve until the 2027 annual meeting of the Company’s stockholders:

Director Name		For		Against		Abstain		Broker Non-Votes
Fred Hu		247,861,399		6,165,433		371,698		20,589,980
Joey Wat		253,626,106		402,952		369,472		20,589,980
Mikel A. Durham		250,460,921		3,567,091		370,518		20,589,980
Edouard Ettedgui		252,428,699		1,598,104		371,727		20,589,980
Grace Xin Ge		253,388,099		649,654		360,777		20,589,980
David Hoffmann		253,665,286		362,017		371,227		20,589,980
Ruby Lu		251,563,439		2,472,539		362,552		20,589,980
Zili Shao		253,623,357		401,984		373,189		20,589,980
William Wang		252,738,501		1,284,846		375,183		20,589,980
Zhe (David) Wei		213,355,257		40,671,110		372,163		20,589,980
Min (Jenny) Zhang		246,669,955		7,364,856		363,719		20,589,980
Christina Xiaojing Zhu		253,407,247		624,686		366,597		20,589,980

Proposal 2: The approval and ratification of the appointment of KPMG Huazhen LLP and KPMG as the Company’s independent auditors for 2026:

For		Against		Abstain		Broker Non-Votes
271,281,443		3,248,096		458,971		0

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

For		Against		Abstain		Broker Non-Votes
231,279,153		22,458,693		660,684		20,589,980

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 28, 2027.

For		Against		Abstain		Broker Non-Votes
230,114,158		23,739,431		544,941		20,589,980

2

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 28, 2027.

For		Against		Abstain		Broker Non-Votes
273,084,851		937,367		966,292		0

3

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 28, 2026

4

FAQ

What was the quorum at Yum China (YUMC) 2026 annual meeting?

A quorum was reached with 274,988,510 shares represented, equal to 78.30% of Yum China’s outstanding common stock. This level of participation allowed all agenda items, including director elections and capital authorizations, to be validly considered and voted on.

Which proposals did Yum China (YUMC) stockholders approve at the 2026 meeting?

Stockholders approved all proposals: election of 12 directors, ratification of KPMG Huazhen LLP and KPMG as 2026 auditors, advisory approval of named executive officer compensation, and Board authority for share issuances up to 20% and share repurchases up to 10% of outstanding stock.

What share issuance authority did Yum China (YUMC) stockholders grant the Board?

Stockholders approved the Board’s continuing authority to issue common stock, or securities convertible into common stock, up to 20% of the total outstanding shares as of the meeting date. This authority runs until the earlier of the next annual meeting or June 28, 2027.

What share repurchase authority did Yum China (YUMC) stockholders approve?

Stockholders approved the Board’s continuing authority to repurchase shares of common stock up to 10% of the total outstanding shares as of the meeting date. This authorization is effective from the meeting date until the earlier of the next annual meeting or June 28, 2027.

Did Yum China (YUMC) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on an advisory basis, the compensation of Yum China’s named executive officers. This non-binding vote expresses shareholder views on pay practices, while final compensation decisions remain with the Board and its compensation committee.

Who was ratified as Yum China (YUMC) independent auditor for 2026?

Stockholders approved and ratified the appointment of KPMG Huazhen LLP and KPMG as Yum China’s independent auditors for 2026. Auditor ratification confirms shareholder support for the selected audit firms overseeing the company’s financial statement audits for that year.

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