Restaurant Brands International Inc 8-K, filed May 23, 2023
Restaurant Brands International Inc. (QSR)
8-K
2023-05-23
For: 2023-05-23
View Original
Added on
April 12, 2026
About this 8-K
Restaurant Brands International Inc filed this 8-K on May 23, 2023.
Items reported
- Item 5.07: Shareholder vote results
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, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||||||||||||
| incorporation) | File Number) | Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(905 ) 845-6511
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||
| Toronto Stock Exchange | ||||||||||||||
| Securities registered pursuant to Section 12(g) of the Act: | ||||||||||||||
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||
| Class B exchangeable limited partnership units | QSP | Toronto Stock Exchange | ||||||||||||
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:
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. | ||||
On May 23, 2023, Restaurant Brands International Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the Company’s shareholders: (i) elected the ten (10) directors specifically named in the Company’s management information circular and proxy statement (the “Proxy Statement”), each to serve until the close of the 2024 Annual Meeting of Shareholders or until his or her successor is elected or appointed, (ii) approved, on an advisory basis, the compensation paid by the Company to its named executive officers, (iii) appointed KPMG LLP as the Company’s auditors to serve until the close of the 2024 Annual Meeting of Shareholders and authorized the Company’s directors to fix the auditors’ remuneration, (iv) approved the 2023 Omnibus Incentive Plan, (v) did not approve a shareholder proposal regarding the annual glidepath ESG disclosure, (vi) did not approve a shareholder proposal regarding the Company’s report on lobbying activities and expenditures, (vii) did not approve a shareholder proposal to report on the Company’s business strategy in the face of labour market pressure, and (vii) did not approve a shareholder proposal to report on the Company’s reduction of plastics use.
The voting results for each proposal are as follows:
Proposal 1: Election of the ten (10) directors specifically named in the Proxy Statement, each to serve until the close of the 2024 Annual Meeting of Shareholders or until his or her successor is elected or appointed:
Nominee | Number of Votes For | Number of Votes Against | Number of Votes Abstain | Broker Non-Votes | ||||||||||
Alexandre Behring | 347,230,379 | 40,972,013 | 474,920 | 6,330,218 | ||||||||||
Maximilien de Limburg Stirum | 387,134,845 | 1,377,607 | 164,857 | 6,330,221 | ||||||||||
J. Patrick Doyle | 383,126,156 | 5,489,485 | 61,674 | 6,330,215 | ||||||||||
Cristina Farjallat | 382,110,204 | 6,506,472 | 60,637 | 6,330,217 | ||||||||||
Jordana Fribourg | 359,240,989 | 29,061,333 | 374,986 | 6,330,222 | ||||||||||
Ali Hedayat | 367,434,373 | 20,763,016 | 479,919 | 6,330,222 | ||||||||||
Marc Lemann | 359,883,054 | 28,316,775 | 477,479 | 6,330,222 | ||||||||||
Jason Melbourne | 379,363,666 | 9,148,536 | 165,112 | 6,330,216 | ||||||||||
Daniel S. Schwartz | 386,405,131 | 2,105,362 | 166,824 | 6,330,213 | ||||||||||
Thecla Sweeney | 387,671,634 | 836,724 | 168,953 | 6,330,219 | ||||||||||
Proposal 2: Approval, on a non-binding advisory basis, of the compensation paid by the Company to its named executive officers:
Number of Votes For | Number of Votes Against | Number of Votes Withheld | Broker Non-Votes | ||||||||
| 289,628,220 | 98,927,166 | 121,918 | 6,330,226 | ||||||||
Proposal 3: Appointment of KPMG LLP as the Company’s auditors to serve until the close of the 2024 Annual Meeting of Shareholders and authorization of the Company’s directors to fix the auditors’ remuneration:
Number of Votes For | Number of Votes Withheld | Broker Non-Votes | ||||||
| 375,987,782 | 19,019,747 | 1 | ||||||
Proposal 4: Approval of the 2023 Omnibus Incentive Plan:
Number of Votes For | Number of Votes Against | Number of Votes Withheld | Broker Non-Votes | ||||||||
| 362,771,736 | 25,758,905 | 146,669 | 6,330,220 | ||||||||
Proposal 5: Consider a shareholder proposal regarding the annual glidepath ESG disclosure:
Number of Votes For | Number of Votes Against | Number of Votes Withheld | Broker Non-Votes | ||||||||
| 12,042,855 | 376,387,904 | 246,543 | 6,330,228 | ||||||||
Proposal 6: Consider a shareholder proposal regarding the Company’s report on lobbying activities and expenditures:
Number of Votes For | Number of Votes Against | Number of Votes Withheld | Broker Non-Votes | ||||||||
| 95,061,901 | 289,985,711 | 3,629,689 | 6,330,229 | ||||||||
Proposal 7: Consider a shareholder proposal to report on the Company’s business strategy in the face of labour market pressure:
Number of Votes For | Number of Votes Against | Number of Votes Withheld | Broker Non-Votes | ||||||||
| 61,190,962 | 323,487,294 | 3,999,043 | 6,330,231 | ||||||||
Proposal 8: Consider a shareholder proposal to report on the Company’s reduction of plastics use:
Number of Votes For | Number of Votes Against | Number of Votes Withheld | Broker Non-Votes | ||||||||
| 141,863,130 | 243,149,518 | 3,664,655 | 6,330,227 | ||||||||
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
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.
| RESTAURANT BRANDS INTERNATIONAL INC. RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC. | |||||||||||
| Date: May 23, 2023 | /s/ Jill Granat | ||||||||||
| Name: | Jill Granat | ||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||