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)

August 18, 2015

Commission file number 1-13163
________________________
YUM! BRANDS, INC.
 (Exact name of registrant as specified in its charter)

 
North Carolina
 
13-3951308
 
(State or other jurisdiction of
 
(I.R.S. Employer
 
incorporation or organization)
 
Identification No.)
 
 
 
 
 
1441 Gardiner Lane, Louisville, Kentucky
 
40213
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
Registrant's telephone number, including area code:  (502) 874-8300
 
Former name or former address, if changed since last report: N/A

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))
 




Section 5 - Corporate Governance and Management
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
 
 
 
(b)
Departure of Named Executive Officer
 
 
On August 13, 2015, Jing-Shyh S. (Sam) Su, Chairman and Chief Executive Officer of Yum! Restaurants China (“Yum China”), a subsidiary of Yum! Brands, Inc. (the “Company”), informed the Company that he will retire from his officer positions with the Company and all of its affiliates, including as Chairman and Chief Executive Officer of Yum China and as Vice Chairman of the Company. Mr. Su has agreed to transition into a new role as Executive Advisor to Yum China, effective as of August 19, 2015. In his role as Executive Advisor, Mr. Su will continue to report to Greg Creed, the Chief Executive Officer of the Company, and will assist Yum China with the leadership transition through February 15, 2016 when he will retire. Mr. Su will continue to serve on the Company’s Board of Directors. Micky Pant, currently Chief Executive Officer of the KFC Division will become Chief Executive Officer of Yum China effective August 19, 2015. Roger Eaton, Chief Operations Officer of the Company, will become Chief Executive Officer of the KFC Division effective August 19, 2015.

On August 18, 2015, the Company issued a press release announcing Mr. Su’s plans to retire. A copy of the press release is attached hereto as Exhibit 99.1.

 
(e)
Compensatory Arrangements of Certain Officers
In connection with his retirement, Mr. Su entered into a Retirement Agreement dated August 13, 2015 (the "Retirement Agreement"), under which Mr. Su will remain employed through February 15, 2016 (the "Term"). During the Term, Mr. Su will continue to receive his current salary at the annual rate of $1.1 million and will continue to receive the same allowances and will continue to participate in employee benefits plans on the same terms and conditions as similarly-situated employees. In consideration of a release of claims (described below) and other promises in the Retirement Agreement, Mr. Su will (a) continue to receive tax equalization payments (as if he were a resident of Hong Kong), but limited to $5,000,000 in the aggregate (inclusive of any tax gross-up payments), for PRC income tax incurred by Mr. Su (i) with respect to payments made to Mr. Su under the Company’s Executive Income Deferral Plan after August 19, 2015 and (ii) with respect to gains recognized by Mr. Su in connection with the exercise of stock options and stock appreciation rights after August 19, 2015 and (b) receive assistance in preparing his tax returns for the 2015, 2016 and 2017 tax years. The tax equalization payment arrangement under the Retirement Agreement replaces the tax equalization benefit provided to Mr. Su since 2004 and that since 2011 was not subject to any dollar limitation. Mr. Su will also be eligible for a 2015 bonus based on actual team and individual performance. The Retirement Agreement contains a customary release of claims by Mr. Su, and also requires that Mr. Su execute an additional release upon his retirement date as a condition to receiving payments and benefits under the Retirement Agreement. Mr. Su is subject to non-solicitation and non-competition provisions for the 18 months following the Term.
The above description of Mr. Su’s Retirement Agreement is a summary only and is qualified in its entirety by reference to the Retirement Agreement for Mr. Su, a copy of which will be filed as an exhibit to our quarterly report on Form 10-Q for the quarter ending September 5, 2015.






SIGNATURE
 
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! BRANDS, INC.
 
 
 
 
(Registrant)
 



Date:
August 18, 2015
 
/s/ John P. Daly
 
 
 
 
Vice President and Associate General Counsel
 
 
 
 
 
 
 
 
 
 
 












MICKY PANT NAMED CHIEF EXECUTIVE OFFICER OF YUM BRANDS CHINA DIVISION;
SUCCEEDS SAM SU, WHO WILL RETIRE FROM COMPANY AND REMAIN ON BOARD OF DIRECTORS
Joey Wat Named CEO of KFC China; Peter Kao Named CEO of Pizza Hut China
Louisville, KY, August 18, 2015 - Yum! Brands, Inc. (NYSE:YUM) today announced that long-time YUM veteran, Micky Pant, 60, has been appointed Chief Executive Officer of Yum! Restaurants China, succeeding Sam Su, 63, who announced his plans to retire as Chairman and CEO of the China Division.  Su will serve as an Executive Advisor through February 2016 and also remain on the Yum! Brands, Inc. Board of Directors to ensure a smooth and seamless transition.  The Company also announced that Joey Wat, 44, President of KFC China, and Peter Kao, 58, Senior Vice President and Brand General Manager of Pizza Hut China, have each been promoted to the position of Chief Executive Officer of KFC and Pizza Hut, respectively, reporting to Pant.
Greg Creed, Chief Executive Officer, Yum! Brands, Inc. said: “Sam Su is a restaurant industry pioneer in China, having established KFC and Pizza Hut as global powerhouses in the world’s fastest growing economy.  While we respect and support his decision to retire after a long and successful career with YUM, we are grateful he has built a strong leadership team to carry on and leverage the unprecedented growth opportunity that China presents.  I’m especially pleased this leadership transition comes at a time that same-store sales have turned significantly positive, demonstrating continued recovery in the business.  We thank Sam for his many significant contributions to YUM, and for ensuring a seamless transition of management to Micky Pant, who I am extraordinarily pleased will become Chief Executive Officer of Yum! Restaurants China.  Micky has been one of our most effective and visionary leaders at YUM for the past decade.  He is one of the finest brand builders in the business with an unparalleled ability to understand consumer insights and to pursue strategies that build trust and loyalty.  At the same time, he is a culture champion and world-class business executive, who knows how to run and grow profitable businesses and attract world-class talent.  His strong leadership skills are evident in the tremendous success he has delivered at Yum! Restaurants International (YRI) as President of KFC and Pizza Hut, and then as CEO of KFC globally.  Micky is the perfect person to next lead the China Division, given his vast knowledge of KFC and Pizza Hut best practices from around the globe.  He will be supported by two tremendous leaders, Joey Wat, President of KFC and Peter Kao, SVP and Brand GM of Pizza Hut, who are promoted to Chief Executive Officer of their respective brands, reporting to Micky.  Angela Loh, who has served as Chief Concept Officer, and Mark Chu, who has served as President, Chief Operating Officer, will serve as Senior Advisors to Micky, continuing to share their extensive years of expertise.  We believe this seasoned executive team is well-positioned to ensure a seamless management transition and continue our growth trajectory in China for many years to come.
As Micky becomes the CEO of the China business, I’m pleased that Roger Eaton, 55, will become Chief Executive Officer of the KFC Division outside of China and India, reporting to me.  As the YUM Chief Operations Officer, Roger strengthened our operations capability, food quality and safety, and sustainability.  He is a restaurant industry veteran who definitely has KFC shortening in his veins, having held many senior management roles with the brand in the U.S. and internationally.  Roger is a tremendous leader and I’m confident he and his team will take the KFC brand to new heights globally, building on Micky’s success.”  
Yum! Brands, Inc., based in Louisville, Kentucky, has over 41,000 restaurants in more than 125 countries and territories. Yum! is ranked #228 on the Fortune 500 List with revenues of over $13 billion in 2014 and is one of the Aon Hewitt Top Companies for Leaders in North America. The Company's restaurant brands - KFC, Pizza Hut and Taco Bell - are the global leaders of the chicken, pizza and Mexican-style food categories. Outside the United States, the Yum! Brands system opens over five new restaurants per day on average, making it a leader in international retail development.




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