8-K

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 23, 2025

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
Common Stock, par value $0.01 per share	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. ☐


Item 5.07.	Submission of Matters to a Vote of Security Holders.

Yum China Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders on Friday, May 23, 2025, at 8:00 a.m. local time, at Mandarin Oriental Hong Kong, 5 Connaught Road, Central, Hong Kong (the “Annual Meeting”). A total of 313,135,594 shares, or 83.50% 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 2026 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 2025; (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 23, 2026; 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 23, 2026.

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 2026 annual meeting of the Company’s stockholders:


Director Name	For	Against	Abstain	Broker Non-Votes
Fred Hu	280,223,783	6,722,246	376,788	25,812,777
Joey Wat	285,838,595	1,107,110	377,112	25,812,777
Robert B. Aiken	286,532,856	409,099	380,862	25,812,777
Mikel A. Durham	286,505,098	436,194	381,525	25,812,777
Edouard Ettedgui	286,208,303	729,528	384,986	25,812,777
Grace Xin Ge	286,490,817	458,689	373,311	25,812,777
David Hoffmann	286,521,861	410,657	390,299	25,812,777
Ruby Lu	285,663,769	1,290,284	368,764	25,812,777
Zili Shao	286,054,477	882,244	386,096	25,812,777
William Wang	286,208,877	729,004	384,936	25,812,777
Min (Jenny) Zhang	284,102,853	2,843,922	376,042	25,812,777
Christina Xiaojing Zhu	286,523,549	427,191	372,077	25,812,777


Proposal 2:	The approval and ratification of the appointment of KPMG Huazhen LLP and KPMG as the Company’s independent auditors for 2025:


For	Against	Abstain	Broker Non-Votes
309,650,625	2,967,329	517,640	0


Proposal 3:	An advisory vote to approve the Company’s named executive officer compensation:


For	Against	Abstain	Broker Non-Votes
263,367,213	23,244,411	711,193	25,812,777

     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 23, 2026.


For	Against	Abstain	Broker Non-Votes
279,117,965	7,533,333	671,519	25,812,777


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 23, 2026.