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Yum China Holdings, Inc.

For the period ended May 28, 2026. Filed Apr 16, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2026 · Filed Apr 16, 2026

YUMC$49.95+0.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

MEETING INFORMATION

Time and Date:8:00 a.m. (local time) on Thursday, May 28, 2026
Location:Ritz-Carlton Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong
Record Date:March 30, 2026

HOW TO VOTE

Stockholders of record as of the close of business on March 30, 2026 may vote by using any of the following methods:

Before the Annual Meeting:

•Via Internet by following the instructions on www.proxyvote.com;
•Via telephone by calling 1 (800) 690-6903 (toll-free in the U.S.) and following the instructions provided by the recorded message; or
•Via mail, if you received your proxy materials by mail, by completing, signing, dating and mailing the proxy card in the postage-paid envelope provided.

Proxies submitted through the Internet or by telephone as described above must be received by 11:59 a.m. Beijing/Hong Kong time on May 27, 2026 / 11:59 p.m. U.S. Eastern time on May 26, 2026. Proxies submitted by mail must be received prior to the meeting.

At the Annual Meeting:

If you attend the Annual Meeting, you may vote in person.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by proxy. You may still vote your shares at the Annual Meeting even if you have previously voted by proxy.

If you hold your shares in the name of a bank, broker or other nominee, your ability to vote depends on their voting processes. Please follow the directions of your bank, broker or other nominee carefully.

YUM CHINA – 2026 Proxy Statement1

PROXY STATEMENT SUMMARY

ITEMS OF BUSINESS

ProposalBoard VotingRecommendationPageReference
1. Election of the 12 Director Nominees Named in this Proxy Statement to Serve for a One-Year TermFOR each nominee27
2. Approval and Ratification of the Appointment of KPMG Huazhen LLP and KPMG as the Company’s Independent Auditors for 2026FOR34
3. Advisory Vote on Named Executive Officer CompensationFOR36
4. Authorization to Issue Shares up to 20% of Outstanding SharesFOR37
5. Authorization to Repurchase Shares up to 10% of Outstanding SharesFOR39

COMPANY OVERVIEW

Yum China Holdings, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”) is the largest restaurant company in China in terms of 2025 system sales. We had $11.8 billion of revenues in 2025 and 18,101 restaurants as of December 31, 2025. Our growing restaurant network consists of our flagship KFC and Pizza Hut brands, as well as emerging brands such as Lavazza, Huang Ji Huang, Little Sheep and Taco Bell. We have the exclusive right to operate and sublicense the KFC, Pizza Hut and, subject to the agreed terms, Taco Bell brands in China, excluding Hong Kong, Macau and Taiwan. We own the intellectual property of the Little Sheep and Huang Ji Huang concepts outright.

The Company’s common stock is dual-primary listed on the New York Stock Exchange (the “NYSE”) and on the Main Board of the Hong Kong Stock Exchange.

2YUM CHINA – 2026 Proxy Statement

PROXY STATEMENT SUMMARY

SUMMARY INFORMATION REGARDING NOMINEES

The following table provides summary information about each of the nominees to our board of directors (the “Board of Directors” or the “Board”).

Name · Age · DirectorSince · Primary Occupation · Independent · Board CommitteeMembership as ofApril 16, 2026**
AC · CC · NG · FSS
Fred Hu (Chairman)622016Chairman and Founder of Primavera Capital Group✓Chair
Joey Wat542017Chief Executive Officer of the Company
Mikel A. Durham632024Former Chief Executive Officer of American Seafoods Group✓ChairX
Edouard Ettedgui742016Non-Executive Chairman of Alliance Française, Hong Kong✓XXX
Grace Xin Ge492025Founding Partner of G-Bridge Partners✓XXX
David Hoffmann582023Chief Executive Officer of Sky Zone✓XX
Ruby Lu552016Venture Capitalist✓XX
Zili Shao662016Founder and Chairman of MountVue Capital Management Co. Ltd.✓XChair
William Wang512017Partner of Primavera Capital Group✓X
Zhe (David) Wei*552025Founding Partner and Chairman of Vision Knight Capital✓XX
Min (Jenny) Zhang522021Former Vice-chairlady of Huazhu Group Limited✓ChairX
Christina Xiaojing Zhu532023President and Chief Executive Officer of Walmart China✓X

AC – Audit Committee; CC – Compensation Committee; NG – Nominating and Governance Committee; FSS – Food Safety and Sustainability Committee;

Chair – Committee Chair

  • Mr. Zhe (David) Wei is standing for election for the first time at the Annual Meeting.

** Robert B. Aiken is a member of the Food Safety and Sustainability Committee. Mr. Aiken will not stand forre-election to the Board at the Annual Meeting.

The following charts summarize the diversity of our director nominees.

YUM CHINA – 2026 Proxy Statement3

PROXY STATEMENT SUMMARY

GOVERNANCE HIGHLIGHTS

The Board believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to stockholders. The Board believes that its principles and practices align management and stockholder interests. Highlights include:

Director Independence• Independent Board Chairman • 11 of 12 director nominees are independent
Director Elections and Attendance• Annual election of all directors • Majority voting policy for elections of directors in uncontested elections • Proxy access for director nominees by stockholders • 99% director attendance at Board and committee meetings in 2025
Board Refreshment and Diversity• Board Diversity Policy • Directors with experience, qualifications and skills across a wide range of public and private companies • Directors reflect diversity of age, gender, race and nationality • Average director nominee age of 58 as of April 16, 2026 • Independent and non-management directors may generally not stand for re-election after age 75
Other Governance Practices• Stockholders holding at least 25% of the Company’s outstanding shares have the right to call special meetings • Active stockholder engagement • No shareholder rights plan (also known as a poison pill) • Director and executive officer stock ownership policies • Policy on insider trading and prohibiting hedging or other speculative trading of Company stock • Policy regarding resignation if any director experiences a significant change in professional roles and responsibilities • Board access to senior management and independent advisors
4YUM CHINA – 2026 Proxy Statement

PROXY STATEMENT SUMMARY

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Our Investor Relations website is located atir.yumchina.com. Although the information contained on or connected to our website is not part of this proxy statement, you can view additional information on our website, such as our 2025 annual report, the charters of our Board committees, our Corporate Governance Principles, our Code of Conduct and reports that we file with the Securities and Exchange Commission (the “SEC”) and the HKEX. Copies of these documents may also be obtained free of charge by writing to Yum China Holdings, Inc., 101 East Park Boulevard, Suite 805, Plano, Texas 75074, or Yum China Holdings, Inc., Yum China Building, 20 Tian Yao Qiao Road, Shanghai 200030, People’s Republic of China, Attention: Corporate Secretary.

YUM CHINA – 2026 Proxy Statement5
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.