SUPPORTING STATEMENT: In 2010, a similar shareholder proposal asking that YUM give shareholders of 10% of outstanding stock the power to call special meetings passed with over 55% of the vote. The Board chose not to implement it though, and instead, adopted an amendment giving holders of 25% of the outstanding shares the right to call special meetings – more than doubling the threshold shareholders had specifically called for. It’s concerning that YUM (A) didn’t seek to implement the approved proposal, (B) chose instead to adopt a much higher threshold, and (C) has since maintained that higher threshold. In opposing the 10% proposal, the Board rejected the very notion of shareholders being able to call special meetings, saying the power to control the timing of such meetings “should remain in the hands of the Board.” The next year, in seeking approval of its amendment, the Board changed its tune, claiming that it “supports the concept” of shareholders being able to request special meetings. However, it dismissed shareholders’ request by claiming that “a 25% threshold strikes a better balance than a 10% threshold” in terms of enhancing shareholder rights while mitigating the risk of abuse. We believe the Board was wrong to reject the concept initially—and wrong about the threshold. Indeed, 10% is widely recognized as appropriate. In fact, looking just at other companies where YUM directors have served, we note that with governance committee member Brian Cornell as its Board Chair, Target calls its 10% threshold one of its “corporate governance highlights.” Similarly, with director Brett Biggs on its Board, Adobe calls its (10% threshold) special meeting right one of its “governance highlights.” With director Keith Barr on its Board, MGM touted its 10% threshold as part of its “longstanding commitment to the highest standards of corporate governance,” and called it one of its governance “highlights.” And with director Chris Connor on its Board (and governance committee), Eaton said its governance practices help ensure it does business “right,” and touted that “holders of 10% of the outstanding stock may call a special meeting of shareholders.” While the need to call special shareholder meetings is rare, the ability of shareholders to do so without unreasonable barriers provides a critical accountability tool. Because they can involve substantial resources, a reasonable threshold certainly should be required to exercise the right; and based on YUM’s size and shareholder composition, we believe 10% offers a meaningful right while mitigating the risk of abuse. Indeed, the threshold was reasonable when shareholders approved it in 2010, and it’s reasonable now. Implementation would enhance YUM’s governance and finally align it with what shareholders called for more than a decade and a half ago. Thank you.