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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.

 

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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

 

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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

 

 

 

 

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