Yum China : Amendments to articles of incorporation/bylaws/change in fiscal year (Form 8-K)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2021 annual meeting of stockholders (the 'Annual Meeting') of Yum China Holdings, Inc. (the 'Company') further described in Item 5.07 below, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to allow stockholders holding at least 25% of the Company's outstanding shares the right to call special meetings of stockholders, subject to the requirements and procedures set forth in the Company's Amended and Restated Bylaws. On June 1, 2021, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation reflecting the amendment described above, which became effective on June 1, 2021.

The Board of Directors also adopted amendments to the Company's Amended and Restated Bylaws, effective as of the effective date of the amendment to the Company's Amended and Restated Certificate of Incorporation, setting forth the holding period, procedural and informational requirements for stockholders seeking to call a special meeting.

The foregoing description of the amendments are qualified in their entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.

	Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on Friday, May 28, 2021, at 8:00 a.m. Beijing/Hong Kong time (Thursday, May 27, 2021, at 8:00 p.m. U.S. Eastern time). A total of 361,865,160 shares, or 86.06% of the Company's outstanding common stock, were present virtually or represented by proxy at the Annual Meeting, constituting a quorum. At the Annual Meeting, the Company's stockholders: (i) elected the 10 director nominees listed below to serve until the 2022 annual meeting of the Company's stockholders; (ii) ratified the appointment of KPMG Huazhen LLP as the Company's independent auditor for 2021; (iii) approved, on an advisory basis, the Company's named executive officer compensation; and (iv) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to allow stockholders holding at least 25% of the Company's outstanding shares the right to call special meetings.

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

Proposal 1:

The election of 10 director nominees to serve until the 2022 annual meeting of the Company's stockholders:

Director Name		For		Against		Abstain		Broker Non-Votes
Fred Hu		312,686,198		5,100,299		612,473		43,466,190
Joey Wat		317,259,430		569,347		570,193		43,466,190
Peter A. Bassi		317,224,411		584,677		589,882		43,466,190
Edouard Ettedgui		316,338,904		1,470,422		589,644		43,466,190
Cyril Han		317,230,712		574,402		593,856		43,466,190
Louis T. Hsieh		310,498,393		7,315,572		585,005		43,466,190
Ruby Lu		311,699,420		6,147,281		552,269		43,466,190
Zili Shao		316,335,858		1,483,104		580,008		43,466,190
William Wang		316,996,395		819,049		583,526		43,466,190
Min (Jenny) Zhang		317,270,728		580,360		547,882		43,466,190

Proposal 2:

The ratification of the appointment of KPMG Huazhen LLP as the Company's independent auditor for 2021:

For		Against		Abstain		Broker Non-Votes
360,590,042		659,593		615,525		0

Proposal 3:

An advisory vote to approve the Company's named executive officer compensation:

For		Against		Abstain		Broker Non-Votes
292,161,054		23,064,956		3,172,960		43,466,190

Proposal 4:

Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to allow stockholders holding at least 25% of the Company's outstanding shares the right to call special meetings:

For		Against		Abstain		Broker Non-Votes
315,720,883		1,406,345		1,271,742		43,466,190

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this report:

Exhibit No.		Exhibit Description
3.1		Amended and Restated Certificate of Incorporation of Yum China Holdings, Inc.
3.2		Amended and Restated Bylaws of Yum China Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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