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AGM 2021

May 11, 2021

Speaker 1

Good morning, everyone. My name is Scott Catlett. As Chief Legal and Franchise Officer and Corporate Secretary of Yum! Brands, it is my pleasure to welcome all of you to the Yum! Brands twenty twenty one Annual Shareholder Meeting.

To protect the health and safety of our shareholders, employees and Board of Directors, today's meeting is being webcast live, which allows open access to all of our shareholders around the world. Before we begin, on behalf of everyone at Yum! I'd like to extend a warm welcome to all of our shareholders in attendance as well as to our Board of Directors. At this time, I officially call this meeting to order and open the polls. For those of you joining us via the webcast, you may vote any time during this meeting by clicking the Vote Here button on the screen.

If any shareholder here with us today would like to vote in person, you may do so at this time in the lobby. The polls will remain open until I announce that the polls are closed. No ballots, proxies, revocations or changes to ballots or proxies will be accepted after the polls are closed. Following our business items, we will adjourn the meeting and open the floor for questions. Questions may be submitted on the webcast via the text box on the lower right hand side of your screen.

We kindly ask that each shareholder submit no more than one question and that all attendees follow the rules of conduct posted under the Meeting Materials section of this meeting's webpage or on the agenda you received as you entered today's meeting. Now I will take us through the business items on today's agenda. The Board has appointed three proxies for today's meeting: John Daly, our Chief Compliance Officer Carson Stewart, our Associate General Counsel and myself. I would also like to introduce Charlie Ritter, who is attending virtually and is representing our independent auditors, KPMG. The Board has appointed Computershare to serve as Inspector of Election for this meeting.

Ralph Stock of Computershare is present virtually and has taken an oath of office. He has reported to us that as of the record date, 03/15/2021, were a total of approximately 298,600,000.0 shares of the company's common stock outstanding. More than 85% of these shares are represented in person or by proxy at today's meeting. Accordingly, a quorum is present, and this meeting has been duly convened. As stated in the notice of this meeting, mailing of which commenced on 04/01/2021, to all shareholders of record as of 03/15/2021, we have three items for consideration at today's meeting.

Item one, a proposal to elect the following 12 directors to hold office for terms to expire at the twenty twenty two annual meeting or until their successors have been duly elected and qualified: Paget Alves Keith Barr Christopher Connor Brian Cornell Tanya Dahmier David Gibbs Miriam Gratik Weir, Lauren Hobart, Thomas Nelson, Justin Scala, Elaine Stock and Annie Young Scribner. Item two, a proposal to ratify the selection of KPMG as the company's independent auditors for the current year. The selection of KPMG was unanimously recommended to the Board by the Audit Committee of the Board. Item three, a proposal to approve on an advisory basis compensation of the company's named executive officers as disclosed in the proxy statement. Next, I will turn the meeting over to David Gibbs, CEO of Yum!

And following his remarks, the polls will close. Before he begins, I would like to remind you that any forward looking statements made today are subject to future events and uncertainties that could cause our actual results to differ materially from these statements. All forward looking statements should be considered in conjunction with the cautionary statements in our filings with the SEC and the risk factors included in our annual report on Form 10 ks, which are available on our website. In addition, please refer to our proxy statement and relevant sections of our filings with the SEC to find disclosures and reconciliations of non GAAP financial measures that may be referred to today. And with that, it's my honor to turn the meeting over to Mr.

David Gibbs.

Speaker 2

Good morning, and thank you for joining us. I'm pleased that we're able to welcome both in person and virtual attendees at this year's meeting. I'd first like to extend a heartfelt thank you to our employees, restaurant team members and franchisees who banded together to rise above the challenges of the last year. Their extraordinary efforts unlocked new areas of growth such as digital and off premise while putting the needs of customers and local communities first. Their incredible focus, dedication and agile response is a testament to our company's unmatched talent and culture that have put us on solid footing to move forward.

Next, I'd like to welcome the members of our outstanding Board of Directors who are with us virtually today with special recognition for our newest Board member, Lauren Hobart, CEO of DICK'S Sporting Goods, who joined us late last year. Lauren has demonstrated strong leadership driving DICK'S digital transformation and the growth of its e commerce business. She has an impressive brand building, operational and marketing track record. These strengths, along with Lauren's experience in the foodservice industry, have proven to be invaluable as we continue to elevate and invest in our customer and employee experience with technology and innovation at the forefront. I'd also like to take a moment to recognize our world class executive teams and leaders across Yum!

And our brand divisions, many of whom are also joining us online today. In particular, I'd like to recognize Tracy Skenes, who recently expanded her role to Chief Operating Officer. In addition to her Chief People Officer responsibilities, formalizing the expanded role she was already playing to drive cross brand collaboration on operational execution, people capability and customer experience imperatives that fuel same store sales and net new unit growth. Tracy and I share a people first vision and passion for elevating the customer and employee experience, which makes her the perfect choice for Chief Operating Officer in our next phase of growth. As we reflect on the strength of Yum!

Leadership, I cannot overstate how critical their contributions have been to help us weather the unprecedented impact of the COVID-nineteen pandemic on our business and industry as a whole. Despite the challenges of 2020, our full year results demonstrated our resilience and validated the strategies we put in place during the transformation of Yum! We are a stronger company that is primed to grow, made better by everything we faced last year. I'm incredibly proud of our entire organization's agile response to the pandemic and the extraordinary measures our brands have taken to protect the health and safety of our employees, customers, franchisees and restaurant team members globally. Early on last year and within a very short period of time, we were able to reinforce and strengthen our already stringent restaurant safety protocols, expand protective measures for frontline team members and launch various policies and programs to support employees and communities around the world.

Efforts included establishing a global medical relief fund, which to date has provided approximately $18,000,000 in aid to company and franchise restaurant team members impacted by COVID-nineteen. In our nearly 800 U. S. Company owned restaurants, we provided sick pay to restaurant team members. In addition, we awarded special bonuses to restaurant general managers and team members in our company owned restaurants globally.

With our franchisees being the lifeblood of our business, we made it a priority to reassure them that we would do everything in our power to help them and their teams. We set up a global franchise health and COVID-nineteen support team to help our franchisees navigate business continuity and assist them with access to all available sources of economic support. As the pandemic rapidly spread across the globe, our entire system unified with unbelievable adaptability, collaboration and speed. It's been truly remarkable to witness how each of our brands has listened intently to customer needs and quickly pivoted to adjust in the crisis over the past year. We aligned with our entire global franchise system on a shared mission to provide relevant meal options in a safe low contact environment via drive thru curbside carryout, contactless delivery and mobile payment, all enabled by our digital and technology capabilities.

Across Yum! We intensified our focus on leveraging our scale and created sustainable competitive advantages to fuel growth for our franchisees. This included the continual acceleration of digital and technology initiatives to enhance the customer experience, off premise capabilities and unit economics across the globe. I'm pleased to say that we've made a great deal of progress and hit some impressive milestones, including having more than 35,000 of our restaurants offering delivery in 2020, representing a 16% increase year over year, driven in part by expanded aggregator partnerships. In addition, we ended 2020 on a digital sales high note of a record $17,000,000,000 about a 45% increase over the prior year and a testament to each of our brands' ability to quickly meet new consumer needs.

We aim to continue with this momentum and the 2021 has already given us much to be excited about as we set another record in the first quarter with digital system sales of over 5,000,000,000 It's with this in mind that we were proud to close on two strategic acquisitions during the first quarter. The first was Quantum, a true innovator in marketing optimization with a proven track record of adding significant value and enabling data driven decisions to drive return on advertising dollars and increase sales. We've also acquired TikTok, a leading Israeli omni channel ordering and marketing platform company, which presents an exciting opportunity to expand access by providing frictionless ordering through text, social media and other conversational channels. We've deployed their platform in approximately 900 KFC Pizza Hut and Taco Bell restaurants across 35 countries outside of The U. S.

And have been thrilled with the agility and customer obsession of the Tick Took team. Beyond Quantum and Tick Took's proven capabilities, what excites me the most about these acquisitions is the high quality, culturally aligned teams we brought into our global organization. Also in 2020, we and our franchisees opened seven gross new restaurants per day, and we ended the year with more than 50,000 global restaurants in approximately two ninety brand country combinations with system sales of $50,000,000,000 None of this would have been possible without our unrivaled culture and talent and over 2,000 franchisees who run 98% of our restaurants globally that employ more than 1,500,000 restaurant team members. Now on to our relevant, easy and distinctive brands, who each responded to the COVID-nineteen pandemic with ingenuity, adaptability and resilience. KFC is always original.

Across the globe, KFC continued to invest in innovation by rebundling, repackaging and reconceptualizing our core menu items. From our world famous original recipe to new signature flavors and formats, KFC is all about making the most craveable, kernel inspired chicken in the world the right way with our 11 herbs and spices. Pizza Hut continued its commitment to ensuring every customer has a hot, fast and reliable experience, enabled by their digital capabilities to support the shift to off premise and family meal deal offerings. As the first to provide America with pan pizza and stuffed crust pizza, Pizza Hut is a true innovator in the pizza category. Taco Bell is truly a category of one for everyone.

We believe everyone deserves the right to live mas and we spent 2020 with a focus on progressing digital capabilities with our new Taco Bell rewards loyalty program and delivery as well as promoting opportunities to enjoy cravings boxes and party packs. The Habit Burger Grill, the newest member of our family of brands is the spirit of Santa Barbara and our commitment to quality is at the heart of everything we do. In 2020, we built customer awareness through new access options and digital engagement and shifted our marketing to focus on family meal bundles. And while our brands are individually distinctive, they are unified by our ongoing mission to continue building the world's most loved, trusted and fastest growing restaurant brands. As part of that mission, you'll recall that last year we combined our business and social purpose strategies into our Recipe for Growth and Good, which aims to unlock our potential and reflects the importance of collaboration.

Our Recipe for Growth four pillars are the foundation upon which we're building sustainable long term results. These growth capabilities, which I'll describe, are the key drivers of same store sales and net new unit growth and serve as our guiding principles in all business decisions. The first growth driver is our unrivaled culture and talent. We are leveraging culture and people capability to fuel brand performance and franchisee success. The second is our bold restaurant development.

We are driving market and franchise unit expansion with strong economics. Third is unmatched operating capability. We are recruiting and equipping the best restaurant operators in the world to deliver great customer experiences. And last, we have our relevant, easy and distinctive brands. We are innovating and elevating iconic restaurant brands people trust and champion.

Now on to our recipe for good, which is focused on leading with socially responsible and sustainable stewardship of our food, planet and people. With regards to food, we have an unwavering commitment to serve food that people trust. That means improving the nutritional value of our menu items, listening and responding to customers' evolving preferences, including the expansion of vegetarian and plant based options and going above and beyond when it comes to food safety. For example, we've made significant investments in technology, including a food safety and quality management system that provides real time global transparency on the status of all of our food and packaging suppliers. In addition, through the pandemic, we maintained high levels of food safety and restaurants through a foundation of strong processes and procedures, many of which go beyond global regulations, which helped us respond quickly and effectively.

When it comes to the planet, we are investing more than ever in a sustainable growth and using our scale positive change in our restaurants and supply chain by accelerating our energy reduction efforts, investing in green building development, doubling down on our sustainable packaging work and reducing waste. As part of our broader strategy to address climate change, we recently announced our pledge to achieve net zero greenhouse gas emissions by 2050 with a science based target to reduce emissions by nearly 50% across our supply chain and restaurants by 02/1930. This is all in partnership with our franchisees, suppliers and producers. Climate change is an incredibly important issue to us, our customers and other stakeholders, and I'm proud of our continued progress in this space. Perhaps the greatest of our recipe for good pillars is our people.

We are stepping up our investment in Yum! Social purpose to unlock opportunity in our people and communities with a special focus on championing equity, inclusion and belonging across all aspects of our brands and franchise business. To that end, we launched our Unlocking Opportunity initiative last year in which we committed $100,000,000 over five years to tackle inequality and improve the lives of the people who run our restaurants and live in the communities we serve. Across KFC Pizza Hut, Taco Bell and the Habit Burger Grill and alongside our franchisees, we aim to do this with an emphasis on three areas that can unlock opportunity: equity and inclusion, education and entrepreneurship. We are committed to using our scale and platform across the globe to help address this issue.

In addition, on the equity and inclusion front in The U. S, we are taking tangible actions to represent the diverse communities where we operate by increasing representation of black and Latinx employees and leaders in our corporate and restaurant management roles. As part of this effort, we're proud to partner with OneTen, a coalition of U. S. Businesses leading a bold initiative to create career mobility and advancement opportunities for 1,000,000 black individuals in The U.

S. Over the next ten years. These actions advance our global unlocking opportunity initiative in The U. S. And we are looking forward to working alongside 100 community of companies and our franchisees to provide access and opportunities that can lead to a pathway to self sufficiency and career success.

As the world continues to adjust to the impact of COVID-nineteen, we recognize that the situation remains dynamic and that future pivots and adjustments may be necessary respond to the environment. I've always believed that our success will come from leaning into our core strengths and building new capabilities that enhance our ability to grow. And the way our business has navigated through COVID-nineteen has only reinforced my confidence in our business model and collaborative culture. I'm more convinced than ever that our consumer focused digitally enabled brands will grow same store sales, unit economics will support profitable development and that Yum! Is well positioned to maximize value creation for years to come.

Thank you for joining us today. Now I'll turn

Speaker 1

it back to Scott Catlett. Thank you, David. The polls are now officially closed for each item to be decided on at this meeting. The preliminary report of the inspectors of election shows that, first, the Board slate of 12 director nominees has been approved, with each director nominee having received in excess of 92% of the votes cast for directors. Second, the Board's request for ratification of the selection of KPMG as independent auditors has been approved, with more than 97% of the votes cast in favor of the proposal.

Third, the proposal regarding an advisory vote on executive compensation has been approved with more than 83% of the votes cast in favor of the proposal. This concludes the report of preliminary voting results. The final results and tabulations will be available for all shareholders in a Form eight ks that will be filed by 05/17/2021. As that concludes the business portion of this meeting, the meeting is now adjourned. As I noted earlier, we will now move to the Q and A session.

This Q and A period will be conducted in accordance with the rules set forth on the program posted under the meeting materials section of this meeting's webpage or received by you today as you entered the room. With that, we will open it up to questions. Are there any questions from shareholders in attendance?

Speaker 3

Sure. Just a brief comment. My name is Mike Telford, and I'm here representing the National Pork Producers Council. And obviously we want to thank you for your strong marketing efforts, which without you we don't have a method to market our products and we really appreciate all of your support. I thought I would ask the question, where you are today as far as supplier vendors, supply chain and any issues post COVID that you're currently concerned about?

Speaker 1

Thank you. And for those on the line, the question is from Mike Telford from the National Pork Producers. And his question was about supply chain post COVID.

Speaker 2

Mike, thank you for attending and appreciate the partnership with The Pork Producers and your continued support of us at this meeting. As far as your general question about supply, obviously it's a challenging environment right now as has been documented. But we are fortunate at Yum! To have a very professional large scale purchasing co op, RSCS, that's helped us navigate the challenges of supply and made sure that our restaurants have the products our customers love. That is a big part of the competitive advantage that Yum!

Has with our scale in The United States, the number of restaurants we have and this amazing co op that's done such a great job navigating the crisis over the last year and how it had us come out of this without any disruptions in supply.

Speaker 1

And in the immortal words of our former CEO, everything tastes better with bacon. He would be disappointed if we did not mention that. So thank you for attending.

Speaker 2

I think that was his last piece of advice to me.

Speaker 1

Any other questions from those in attendance? Okay. We do have a question that's been submitted via the virtual meeting. And the question is I will read it and then ask David to answer. And the question is how does Yum!

Brands dealing how is Yum! Brands dealing with increased commodities? Has it hedged? Will this be temporary or permanent? Will there be an increase in technology due to labor shortages, robotics?

So I'll put that question to you, David.

Speaker 2

Well, as I mentioned, we are fortunate to have a multibillion dollar purchase co op in The U. S. That helps us secure supply for our restaurants and also does do some forward buying. So to the question about hedging, that is an element of our strategy and has served us well to lock in some prices on certain products. As far as the impact of technology and labor shortage, we're always working on solutions that leverage technology to make our customer experience better in the restaurant or ordering digitally, but also to make our team members' experience better in the restaurant.

Technology can do both. That won't stop and we'll continue to roll out solutions that help make our business model stronger. As far as my predictions on the labor shortages and commodity shortages, it's our job to be able to succeed in any environment and we're constantly working to make our business more resilient. I think you've seen that over the last year in terms of globally how we've gotten through the challenges that the pandemic created. And I know that we're stronger coming out of this situation than we were going into it.

Speaker 1

Okay. Our next question was submitted online and is as follows. The topic of stakeholder capitalism as an alternative to shareholder capitalism has received considerable attention recently. As long term pension fund investors, Carpenter Funds appreciate the sentiments embodied in stakeholder capitalism perspective, but feel that the execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the Board would use to balance the interest of varied stakeholders as it develops and implements the company's long term business strategy?

Speaker 2

Thank you for the question. This is incredibly important topic. Stakeholder and shareholder capitalism are not mutually exclusive ideas. Our long term business strategy is guided by a recipe for growth and good, which addresses all our businesses, critical stakeholders, including shareholders, customers, employees and franchisees, communities and policy influencers. We are guided by insights and needs of all of these audiences to execute our business in a holistic way.

We think that by focusing on our employees and the communities in which we operate, it allows us to serve the needs of broader stakeholders while also providing exceptional value to shareholders.

Speaker 1

Thank you. Our next question submitted online is, will Yum! Look at plant based food?

Speaker 2

This is an important part of consumers' evolving needs and wants. And obviously Yum! As a consumer driven company is always looking at the areas that we can meet our consumers' needs. We have previously announced a partnership with Beyond, one of the leaders in the plant based space that we're really excited about across the globe with all of our brands. We've had initial tests with them that have gone very well and look forward to expanding that partnership.

And to the extent that our consumers are interested in plant based alternative products, we are going to meet their needs every time. Great.

Speaker 1

And our final question has been submitted online and reads as follows. I'm a twenty year Yum! Shareholder going back to when the company was called Tricon Global. My question is, has Yum! Invested in hiring more people in your research kitchens?

Speaker 2

I think the calling card for all of our brands is the innovation that our kitchens turn out in partnership with our franchisees, whether it be stuffed crust pizza or queso lupa or the new KFC chicken sandwich, which is fantastic. We pride ourselves on the work that those kitchens do and the innovation that they turn out. And that is always an area that we're investing in, and we believe we really have the top talent in the industry in that regard.

Speaker 1

Great. Seeing that there are no more questions, we have reached the conclusion of our Q and A period. Before you go, let me just say on behalf of all of us at Yum! Brands, thank you for attending our Annual Shareholders Meeting. We appreciate your participation and support.

Thank you, and goodbye.

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