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): December 13, 2021

RESTAURANT BRANDS INTERNATIONAL INC.

RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

(905) 339-6011

(Registrant’s telephone number, including area code)

N/A

(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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Restaurant Brands International Inc. (“RBI”), was notified by Carlos Sicupira on December 13, 2021 that he had decided to resign from the Board of Directors (the “Board”) of RBI effective December 31, 2021.

(d) On December 13, 2021, the Board of Directors (the “Board”) of RBI, on recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”), appointed Thecla Sweeney to the Board to fill the vacancy created by Mr. Sicupira’s resignation, effective January 1, 2022.

The Board has determined that Ms. Sweeney qualifies as independent under the applicable listing standards of the New York Stock Exchange and Toronto Stock Exchange and applicable Canadian securities laws. There are no arrangements or understandings between Ms. Sweeney and any other persons with respect to her appointment as a director. Neither Ms. Sweeney nor any of her immediate family members has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

Ms. Sweeney will participate in the non-management director compensation arrangements described under the heading “Director Compensation” in the Company’s 2021 Proxy Statement filed on April 22, 2021. The Company also intends to enter into an indemnification agreement with Ms. Sweeney, the form of which was previously filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

A copy of the press release issued by the Company on December 16, 2021, announcing Ms. Sweeney’s election to the Board is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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 thereunto duly authorized.

Document

EXHIBIT 99.1

Thecla Sweeney to Join the Board of Directors of Restaurant Brands International

TORONTO, December 16, 2021 /CNW/ - The Board of Directors of Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR) (TSX: QSP) ("RBI") announced today that Thecla Sweeney is joining the RBI Board of Directors as an independent member effective January 1, 2022.

Ms. Sweeney is currently Executive Chair and Chief Executive Officer for Motion LP, a privately-held provider of complex mobility and accessibility solutions in Canada, and Operating Partner for Birch Hill Equity Partners Management Inc., a private equity firm, both based in Toronto, Ontario. She has held the position with Motion LP since April 2018 and has been with Birch Hill since April 2004, with a number of positions of increasing responsibility prior to beginning her current Operating Partner role in November 2020. Prior to joining Birch Hill, Ms. Sweeney worked in busines development for Regional Airlines Holdings Inc. and was a consultant for Bain & Company. She serves on the board of directors of Motion LP, Mastermind LP, a privately-held specialty toy retailer, since 2010 and FlexNetworks LP, a privately-held telecom business, since 2019. From 2012 to 2017, she served on the board of Sleep Country Canada, a specialty retailer of mattresses and accessories.

Ms. Sweeney will fill the vacancy created when Carlos Sicupira retires from the RBI Board effective December 31, 2021 following over a decade of dedicated service.

“We are fortunate to add Thecla to our Board of Directors and will benefit from her extensive experience in Canadian retail, human resources and compensation, logistics and distribution and managing government and regulatory issues,” said Daniel Schwartz, Co-Chair of the RBI Board. “We deeply value diversity of thought and experience, and I look forward to working with Thecla in her new role,” added Jose Cil, CEO of RBI.

“We want to thank Carlos for his immeasurable advice, support and service to our brands over the years, including his time on our Board of Directors since 2010. He is a valued partner and friend and has played an important role shaping the company, including our long-term compensation philosophy and attracting new talent to our Board as part of our nominating and corporate governance committee,” said Alex Behring, Co-Chair of the RBI Board.

“It’s an honour to join the RBI Board of Directors and advise this great management team as they work to build the most loved restaurant brands in the world,” said Thecla Sweeney.

About Restaurant Brands International

Restaurant Brands International Inc. is one of the world's largest quick service restaurant companies with approximately $35 billion in annual system-wide sales and over 28,000 restaurants in more than 100 countries. RBI owns four of the world's most prominent and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, POPEYES® and FIREHOUSE SUBS®. These independently operated brands have been serving their respective guests, franchisees and communities for decades. Through its Restaurant Brands for Good framework, RBI is improving sustainable outcomes related to its food, the planet, and people and communities.

Investors: investor@rbi.com; Media: media@rbi.com