Restaurant Brands International Limited Partnership DEF 14A, filed Apr 24, 2025
Restaurant Brands International Limited Partnership (RSTRF)
About this DEF 14A
Restaurant Brands International Limited Partnership filed this DEF 14A on April 24, 2025.
Table of Contents
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Table of Contents
Table of Contents
| April 23, 2025 |
Dear Shareholder,
We invite you to attend Restaurant Brands International Inc.’s 2025 annual general meeting of shareholders (the “Meeting”) for the following purposes:
| Elect ten directors specifically named in the management information circular and proxy statement that accompanies this Notice of Meeting (the “proxy statement”), each to serve until the close of the 2026 annual general meeting of shareholders (the “2026 Annual Meeting”) or until his or her successor is elected or appointed. | ||
| Approve, on a non-binding advisory basis, the compensation paid to our named executive officers. | ||
| Appoint KPMG LLP as our auditors to serve until the close of the 2026 Annual Meeting and authorize our directors to fix the auditors’ remuneration. | ||
| Consider shareholder proposals described in the accompanying proxy statement, if properly presented at the Meeting. | ||
You will also be asked to transact any other business that may properly come before the Meeting. Only (1) holders of our common shares as of the close of business on the Record Date and (2) the trustee that holds our special voting share, are entitled to notice and to vote at the Meeting.
We are conducting a hybrid shareholder meeting, allowing participation both online and in person. Registered shareholders and duly appointed proxyholders can attend the Meeting in person at Tim Horton’s headquarters at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1, or online at https://meetings.lumiconnect.com/400-647-796-263 where they can participate, vote, and submit questions during the meeting’s live webcast. Non-registered (beneficial) shareholders and holders of partnership units who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questions at the Meeting.
Proxies must be received no later than 8:00 a.m. (Eastern Time) on June 2, 2025 or, if the Meeting is adjourned or postponed, no later than 8:00 a.m. (Eastern Time) on the business day immediately preceding the reconvened Meeting day. The Chair of the Meeting has the discretion to accept proxies received from shareholders after such deadline (or to waive or extend the deadline) but may not waive the deadline for holders wishing to appoint another person to represent them at the Meeting.
Please read the enclosed proxy statement to learn more about the Meeting, our director nominees, and our executive compensation and governance practices. Thank you for your participation and we look forward to the Meeting.
Sincerely,
Jill Granat
General Counsel & Corporate Secretary
IT IS IMPORTANT THAT YOU CAREFULLY
READ THE PROXY STATEMENT AND VOTE
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NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS (“Notice of Meeting”)
Meeting Date: June 3, 2025
Time: 8:00 a.m. (Eastern Time)
Location: 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1, Canada
Record Date: April 8, 2025
We expect to mail an Important Notice Regarding Internet Availability of Proxy Materials for the 2025 Annual General Meeting of Shareholders on or about April 23, 2025.
We are providing access to the proxy statement and annual report via the Internet using the “notice and access” system. These materials are available on the website referenced in the Notice (www.envisionreports.com/RBI2025).
To appoint a proxyholder other than one we designate (including beneficial holders wishing to appoint themselves), holders must follow the instructions in the proxy statement, including the additional step of registering the proxyholder with our transfer agent.
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| Notice of Annual Meeting of Shareholders and 2025 Proxy Statement |
Restaurant Brands International |
Table of Contents
Restaurant Brands International Inc.
April 23, 2025
MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT
Management Information Circular and Proxy Statement for 2025 Annual General Meeting of Shareholders
Restaurant Brands International Inc. (“RBI”) is making this management information circular and proxy statement (the “proxy statement”), including all schedules and appendices hereto, available to you in connection with the solicitation of proxies for use at the annual general meeting (the “Meeting”) of the shareholders of RBI to be held at Tim Horton’s headquarters at 130 King Street West, Suite 300 Toronto, Ontario, Canada M5X 1E1 on June 3, 2025 at 8:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting. Shareholders and holders of Class B exchangeable partnership units (“Partnership exchangeable units”) of Restaurant Brands International Limited Partnership (“Partnership”) will have an equal opportunity to participate at the Meeting.
RBI is the sole general partner of Partnership. RBI’s common shares trade on the New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”) under the ticker symbol “QSR” and RBI is subject to the applicable governance rules and listing standards of both exchanges. The Partnership exchangeable units trade on the TSX under the ticker symbol “QSP” and Partnership is subject to the applicable governance rules and listing standards of the TSX to the extent not satisfied by RBI. In addition, each of RBI and Partnership is a reporting issuer in each of the provinces and territories of Canada and, as a result, is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. Partnership has received exemptive relief dated October 31, 2014 from the Canadian securities regulators. This exemptive relief effectively allows Partnership to satisfy its Canadian continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by RBI, for so long as certain conditions are satisfied. For more discussion of this exemptive relief and the disclosure required by such relief, please see Appendix A.
We are providing access to this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2024 (collectively the “proxy materials”) via the Internet using the “notice and access” system. On or about April 23, 2025, we expect to begin mailing a Notice Regarding Internet Availability of Proxy Materials (the “Notice”) to all holders of record of common shares and Partnership exchangeable units as of April 8, 2025. We will also post the proxy materials on the website referenced in the Notice (www.envisionreports.com/RBI2025).
As more fully described in the Notice, all holders of common shares and Partnership exchangeable units may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
In this proxy statement, the words, “RBI”, “we”, “our”, “ours” and “us” refer to Restaurant Brands International Inc. Except as otherwise stated, the information contained herein is given as of April 20, 2025. Unless otherwise indicated, all references to “$” or “dollars” are to the currency of the United States and “Canadian dollars” or “C$” are to the currency of Canada.
The date of this proxy statement is April 23, 2025.
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Restaurant Brands International |
Table of Contents
Executive Summary
EXECUTIVE SUMMARY
Company at a Glance
Restaurant Brands International (“RBI”) is one of the world’s largest quick service restaurant companies with nearly $45 billion in annual system-wide sales and over 32,000 restaurants in more than 120 countries and territories as of December 31, 2024. We own 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.
At RBI, our core values are:
We are committed to growing the TIM HORTONS®, BURGER KING®, POPEYES® and FIREHOUSE SUBS® brands by leveraging these core values, employee and franchisee relationships, and our long track records of community support. RBI is reporting results under six operating segments:
| (1) | Tim Hortons operations in Canada and the U.S.; |
| (2) | Burger King operations in the U.S. and Canada, excluding results of Burger King restaurants acquired as part of the acquisition of Carrols Restaurant Group; |
| (3) | Popeyes Louisiana Kitchen operations in the U.S. and Canada; |
| (4) | Firehouse Subs operations in the U.S. and Canada; |
| (5) | International operations of each of our four brands outside the U.S. and Canada, excluding results of Popeyes China and Firehouse Subs Brazil restaurants; and |
| (6) | Restaurant Holdings operations of Burger King restaurants acquired as part of the acquisition of Carrols Restaurant Group and the operations of Popeyes China and beginning in 2025, Firehouse Subs Brazil restaurants. |
| Restaurant Brands International |
2025 Proxy Statement |
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Page i |
Table of Contents
Executive Summary
Corporate Governance Highlights
| ✓ | 9 of 10 Director Nominees are independent under the NYSE listing standards and applicable U.S. and Canadian securities laws |
| ✓ | Separate Executive Chair and CEO roles and a Lead Independent Director, with well-defined oversight responsibilities |
| ✓ | Each of our Board of Directors committees is comprised solely of independent directors |
| ✓ | All directors stand for election annually |
| ✓ | Average director tenure is ~5 years with 3 new directors onboarded since the end of 2022 |
| ✓ | Robust Corporate Governance Guidelines |
| ✓ | Annual self-assessments for Board and Committees overseen by NCG Committee (as defined below) |
| ✓ | Majority voting for election of directors as provided in the Canada Business Corporations Act |
| ✓ | Mix of director skills, cultures and geographies, with directors that live on three continents |
Board Highlights
The following matrix shows the balance of skills, qualifications, and backgrounds our directors bring to their oversight of our company, based on information received from each of our directors in response to our annual director questionnaire, reviewed by our NCG Committee and our Board, and as reflected in their biographies and qualifications paragraphs. At least annually, the NCG Committee evaluates and reports to our Board on the skills, qualifications, and backgrounds desirable for our Board to best advance our business strategies and serve the interests of all our stakeholders.
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| Restaurant Industry / Operations Expertise |
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2025 Proxy Statement |
Restaurant Brands International |
Table of Contents
Executive Summary
Compensation Highlights
We strive to create an ownership culture with performance-based long-term equity awards in addition to the bonus swap program which provides equity awards to those executives who invest in the company through the purchase of shares that are matched with restricted stock units that vest over time. The bonus swap program encourages retention of those shares as the matching equity awards are forfeited if the purchased shares are sold prior to vesting.
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What we do
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What we don’t do
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| ✓ Pay-for-performance philosophy with large majority of pay at risk for all executives and senior leaders
✓ Incentive program targets directly aligned with key business objectives in the short-term and shareholder value creation in the long-term
✓ Require stock ownership for all senior leaders (Vice Presidents and above); 12x for our CEO
✓ Settle long-term incentives in equity, not cash
✓ Leverage compensation consultant to inform decisions made by Compensation Committee
✓ Maintain an Insider Trading Policy requiring directors, executive officers, and all senior leaders to trade only during pre-established windows with clearance from our legal team
✓ Apply expense qualifier in short-term incentive program for all senior leaders to drive cost-efficient mindset throughout the organization
✓ Annual say-on-pay advisory vote
✓ Incentive clawback policy |
✗ Reward executives for excessive and/or unnecessary risk-taking
✗ No hedging, short-selling, margin, and pledging transactions by RBI employees including named executive officers
✗ Pay out cash dividends with our long-term incentives before vesting of the underlying shares
✗ Provide uncapped award opportunities
✗ No change in control excise tax gross ups
✗ No repricing of stock options without shareholder approval
✗ No termination for good reason provisions
✗ No single-trigger change in control acceleration
✗ Provide excessive perquisites or benefits | |
Our incentive plans and programs reinforce our culture of ownership, ensure alignment of executives’ and shareholders’ interests, and provide for a strong link between pay and performance.
Note: Table above excludes Messrs. Shear and Dunnigan, as their separation agreements signed March and April 2024 (respectively) stipulate non-participation in the 2024 Annual Bonus Program and forfeitures of their 2024 PSUs.
| Restaurant Brands International |
2025 Proxy Statement |
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Page iii |
Table of Contents
Executive Summary
Sustainability Highlights
We believe that the delicious, affordable, and convenient meals guests love must also be sustainable, and in 2024, we continued to bring that vision to life. This past year we continued to focus our efforts on executing against the sustainability strategy we spent the past four years building, including:
| • | advancing our ambitious climate targets, |
| • | increasing our use of sustainable materials and reducing our guest-facing packaging overall, |
| • | providing guests with high-quality ingredients, |
| • | fulfilling our commitment to improving animal welfare outcomes, and |
| • | making a positive impact on the communities we serve. |
Our Audit Committee oversees our broad range of sustainability efforts and receives updates at least quarterly. See “Sustainability – Restaurant Brands for Good” on page 20, for more information.
Shareholder Engagement
We actively engage with our shareholders and stakeholders in a number of forums on a year-round basis and also monitor developments in corporate governance and sustainability. During late fiscal 2024 and early 2025, we reached out to our top shareholders representing approximately 60% of our outstanding common shares. Thirteen shareholders representing more than 40% of our outstanding common shares agreed to meet with us to discuss a broad range of business strategy, executive compensation, governance, and sustainability topics. Shareholder feedback we received during these meetings was shared with our Board, which incorporated this input into its decision-making. See “Shareholder Engagement” on page 21, for more information.
Roadmap of Voting Items
| Voting Item | Board Recommendation | |
| Item 1. Election of Directors. We are asking shareholders to vote on each director nominee to the Board. We believe that each of our director nominees possesses the experience, skills, and qualities to fully perform his or her duties as a director and contribute to our success. |
FOR | |
| Item 2. Shareholder Advisory Vote to Approve Named Executive Officer Compensation. We believe that compensation is an important tool to further our long-term goal of creating shareholder value. We are seeking approval of a non-binding advisory vote from our shareholders in favor of the compensation of our named executive officers as described in this proxy statement. |
FOR | |
| Item 3. Appointment of KPMG LLP as our auditors. We are asking shareholders to vote on a proposal to appoint KPMG LLP as our independent auditors to serve until the close of the 2026 Annual Meeting and authorize our directors to fix the auditors’ remuneration. |
FOR | |
| Item 4-7. Shareholder Proposals |
AGAINST | |
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2025 Proxy Statement |
Restaurant Brands International |
Table of Contents
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| Proposal 3 – Appointment of Independent Registered Public Accounting Firm |
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| Appendix A – Summary of the Terms of the Securities of RBI and Partnership |
A-1 | |
| B-1 | ||
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BUSINESS OF MEETING
DIRECTOR NOMINEES:
10 Nominees
Elected by majority vote
SAY ON EXECUTIVE COMPENSATION:
Support our pay for
performance practices
APPOINTMENT OF AUDITORS:
Recommended by Board
Approved by Shareholders
SHAREHOLDER PROPOSALS
| Restaurant Brands International |
2025 Proxy Statement |
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Page 1 |
Table of Contents
Proposal 1 – Election of Directors
PROPOSAL 1 – ELECTION OF DIRECTORS
Our by-laws permit the Board of Directors (the “Board”) to determine the number of directors that constitute the Board, between 3 and 15 members. We currently have 10 members of the Board. In addition, our by-laws provide that at least 25% of the directors shall be resident Canadians, as required by the Canada Business Corporations Act (the “CBCA”).
Our Board consists of directors who have a varied set of perspectives, backgrounds, and experiences. We believe our proposed board size and composition is appropriate and allows effective committee organization and the facilitation of efficient meetings and decision-making.
Our director nominees are: Messrs. Behring, de Limburg Stirum, Doyle, Hedayat, Lemann, Melbourne, and Schwartz, and Mses. Farjallat, Fribourg, and Sweeney. Messrs. Hedayat and Melbourne, and Ms. Sweeney are each a resident Canadian as defined by the CBCA.
Mr. Doyle joined RBI as Executive Chairman, an officer position, in November 2022 and was appointed Executive Chair of the Board in January 2023. Mr. Doyle acts as a bridge between the Board and the CEO, offering guidance and strategic direction.
Mr. Hedayat has served as Lead Independent Director since June 2023 and as a director since 2016. Mr. Hedayat works closely with Mr. Doyle to provide an informed, independent perspective to all matters of the Board.
As we discuss under “Corporate Governance—Board Independence” on page 12 of this proxy statement, our Board conducts an evaluation of the independence of each director and has determined that all of our director nominees, except Mr. Doyle, qualify as “independent” directors under the NYSE listing standards, the rules of the TSX and Canadian securities laws.
We believe that each of our director nominees possesses the experience, skills, and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, is highly accomplished in his or her field with superior credentials and recognition, has a sound personal and professional reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Further, it is our view that these director nominees complement each other as a group. Our director nominees appear on the following pages. Each director nominee’s principal occupation and other pertinent information about particular experience, qualifications, attributes, and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.
In accordance with the CBCA, a nominee will be elected only if the number of votes cast in the nominee’s favor represents a majority of the votes cast for and against them, subject to certain exceptions. See “Corporate Governance—Election of Directors—Majority Voting” beginning page 13 of this proxy statement.
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2025 Proxy Statement |
Restaurant Brands International |
Table of Contents
Proposal 1 – Election of Directors
Nominees For Director
| Alexandre Behring | ||
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Independent
Committees: Compensation (Chair) Nominating and Corporate Governance (Chair) |
BUSINESS EXPERIENCE:
Mr. Behring has served on our Board since 2014, as Chair from December 2014 to January 2019 and as Co-Chair from January 2019 to January 2023. Mr. Behring is a Founding Partner and has been Managing Partner (now Co-Managing Partner) and a Board Member of 3G Capital Partners LP, a global investment firm (“3G Capital”), since 2004. Following the acquisition of Burger King Holdings, Inc. by 3G Capital, he served on the board of Burger King Worldwide, Inc. (“BKW”) and its predecessor as chairman from October 2010 until December 2014. Mr. Behring served as Chairman of the Kraft Heinz Company from July 2015 to May 2022. Since February 2022, he also serves as a director of Hunter Douglas Group, global leader in the window coverings industry. Mr. Behring also served as a director of Anheuser-Busch InBev, a global brewer, from March 2014 until March 2019.
Previously, Mr. Behring spent ten years at GP Investimentos, one of Latin America’s premier private-equity firms, including eight years as a partner and member of the firm’s Investment Committee. He served for seven years, from 1998 until 2004, as Chief Executive Officer of America Latina Logistica (“ALL”), one of Latin America’s largest railroad and logistics companies. He also served as a director of ALL until December 2011. From July 2008 until May 2011, Mr. Behring served as a director of CSX Corporation, a U.S. rail-based transportation company. Mr. Behring is 58 years old and resides in Milan, Italy. At our 2024 annual meeting, he received 92.7% votes in favor of his re-election.
QUALIFICATIONS
The Board nominated Mr. Behring due to his experience in executive roles at private equity firms and as CEO for a large railroad and logistics company as well as his experience as Chair of the Board of RBI and its predecessor and the Kraft Heinz Company. In addition, the Board considered his knowledge of strategy and business development, finance, risk assessment, logistics and leadership development. | |
| Restaurant Brands International |
2025 Proxy Statement |
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Page 3 |
Table of Contents
Proposal 1 – Election of Directors
| Maximilien de Limburg Stirum | ||
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Independent
Committees: Audit Conflicts |
BUSINESS EXPERIENCE:
Mr. de Limburg Stirum has served on our Board since June 2020. Mr. de Limburg Stirum has served as the Executive Chairman of Société Familiale d’Investissements (“SFI”), an investment holding company, since May 2012 and as Chief Executive Officer and a director of Denarius S.A., a private investment advisor to SFI. Prior to that, he served as Chief Investment Officer of Compagnie Nationale a Portefeuille, an investment firm, from January 1995 to December 2011. Mr. de Limburg Stirum has served as a director on a number of private company boards. He previously served as a director and audit committee member of Forest and Biomass Holding from May 2015 to December 2018, of Quick Restaurants S.A., a quick service restaurant company in Belgium and of Groupe Flo, a restaurant company in France. Mr. de Limburg Stirum is 53 years old and resides in Brussels, Belgium. At our 2024 annual meeting, he received 99.6% votes in favor of his re-election.
QUALIFICATIONS
The Board nominated Mr. de Limburg Stirum due to his experience in executive roles at private investment firms and his experience in the quick service restaurant industry. In addition, the Board considered his global leadership experience in strategy and business development, finance, and leadership development as well as his insight into corporate governance, accounting, and mergers and acquisitions, with specific geographic expertise for Europe. | |
| J. Patrick Doyle | ||
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Executive Chair
Committees: None |
BUSINESS EXPERIENCE:
Mr. Doyle has served as Executive Chair of our Board since January 2023 and as Executive Chairman of RBI since November 2022. Most recently, he served as an executive partner of the Carlyle Group, a global diversified investment firm, where he focused on the consumer sector from September 2019 through November 2022. Prior to that he served as the chief executive officer of Domino’s Pizza, from March 2010 to June 2018, having served as president from 2007 to 2010, as executive vice president of Domino’s Team USA from 2004 to 2007 and as executive vice president of Domino’s Pizza International from 1999 to 2004. Mr. Doyle served on the board of directors of Best Buy Co., Inc. from November 2014 to June 2024, and as the Chairman of Best Buy’s board from 2020 to June 2024. Mr. Doyle earned his M.B.A. from The University of Chicago Booth School of Business, and his B.A. from The University of Michigan. Mr. Doyle is 61 years old and resides in Florida, United States. At our 2024 annual meeting, he received 98.3% votes in favor of his election.
QUALIFICATIONS
The Board nominated Mr. Doyle due to his experience as the former CEO of Domino’s Pizza. The Board also considered Mr. Doyle’s experience leading one of the restaurant industry’s most successful transformations by focusing on putting the guest experience first, franchisee profitability, and being the best at digital ordering and food quality. In addition, the Board considered his global leadership experience in strategy and business development, finance, and leadership development as well as his insight into brand marketing and mergers and acquisitions. | |
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2025 Proxy Statement |
Restaurant Brands International |
Table of Contents
Proposal 1 – Election of Directors
| Cristina Farjallat | ||
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Independent
Committees: Compensation |
BUSINESS EXPERIENCE:
Ms. Farjallat has served on our Board since January 2023. Ms. Farjallat has served as regional sales director, mid-market Latin America for Facebook Brasil since March 2020. Prior to joining Facebook, Ms. Farjallat served as senior director of marketplace/chief marketing officer for Mercado Livre do Brasil, a marketplace and fintech company, from March 2017 through February 2020. She served as founder and chief executive officer of Tiena Indústria s Comércio de Cosméticos Ltda, a cosmetics company, from January 2009 to October 2016. Ms. Farjallat served as an advisor to Americanas, a publicly-traded retail, online commerce and fintech company, from December 2021 to April 2023 and served on its digital committee. From June 2021 to December 2021, she served as an independent board member of Lojas Americanas S.A., one of South America’s largest retailers. Ms. Farjallat earned her MBA from Harvard Business School and her bachelor’s degree from Universidade de São Paolo. Ms. Farjallat is 53 years old and resides in São Paolo, Brazil. At our 2024 annual meeting, she received 96.4% votes in favor of her election.
QUALIFICATIONS
The Board nominated Ms. Farjallat because of her experience in international executive leadership roles. In addition, the Board considered her knowledge of strategy, business development, marketing, and digital expertise. | |
| Jordana Fribourg | ||
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Independent
Committees: None |
BUSINESS EXPERIENCE:
Ms. Fribourg has served on our Board since May 2023. Ms. Fribourg serves as Chief Talent Officer, Board Observer at Continental Grain Company, an international agribusiness and investment company based in New York City, NY since March 2020. Prior to taking this role, she was a Vice President on the Talent team and earlier served on the Corporate Investment team beginning in 2017, supporting various transactions, including M&A, Capital Markets, Venture Capital and Private Equity funds. From 2010 to 2012, Ms. Fribourg had co-founded Arte Sempre LLC, a streetwear branding company making art accessible through the medium of hand-made sustainable sportswear. She has served on the board of directors of Kona Ice since 2023, Woof Gang Bakery since 2020 and the Fribourg Family Foundation since 2019. She also had served as a director of Joyride Coffee Distributors from 2018 to 2019. Ms. Fribourg received her MBA from Columbia Business School and her B.A. from Brown University. Ms. Fribourg is 37 years old and resides in New York, United States. At our 2024 annual meeting, she received 95.2% votes in favor of her election.
QUALIFICATIONS
The Board nominated Ms. Fribourg due to her experience in a leadership role of an international agribusiness and investment company, and as a director of several private companies that are in the food and franchise industries. In addition, the Board considered her knowledge of human capital, talent management and selection, capital allocation and investment, and corporate social responsibility and community involvement. | |
| Restaurant Brands International |
2025 Proxy Statement |
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Page 5 |
Table of Contents
Proposal 1 – Election of Directors
| Ali Hedayat | ||
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Lead Independent Director
Committees: Audit (Chair) Conflicts (Chair) Nominating and Corporate Governance |
BUSINESS EXPERIENCE:
Mr. Hedayat has served on our Board since July 2016. Mr. Hedayat is the founder and has been Managing Director of Maryana Capital, a financial firm in Toronto, Ontario, Canada, since March 2015. Since July 2024, Mr. Hedayat has served as the Interim Chief Executive Officer of DRI Healthcare, the manager of DRI Healthcare Trust, a TSX traded trust with a portfolio of pharmaceutical and biotechnology investments for which Mr. Hedayat has served on the board since June 2020. He previously cofounded Edoma Capital in London, a capital fund, where he worked from 2010 until December 2012, and was a partner at Indus Capital, a capital fund in London, from May 2013 until March 2015. Mr. Hedayat held progressively more senior roles at the Goldman Sachs Group from 1997 to 2010, including from 2005 to 2007 as Managing Director of the European Principal Strategies group and from 2007 to 2010 as Managing Director and Co-head of the Americas Principal Strategies group. Mr. Hedayat previously served on the board and audit committee of U.S. Geothermal Inc., a renewable energy company, from February 2017 until March 2018 and, from May 2018 through July 2019, served on the board and governance and nomination committee of Crius Energy, an independent energy retailer in the United States and from August 2020 to July 2021 served on the board of RMM Management, a public music royalty company. Mr. Hedayat is 50 years old and resides in Ontario, Canada. At our 2024 annual meeting, he received 97.1% votes in favor of his re-election.
QUALIFICATIONS
The Board nominated Mr. Hedayat because of his significant experience in investment banking, service as interim chief executive officer of a public company, and outside board service. In addition, the Board considered his international experience as well as his knowledge of finance, mergers and acquisitions and corporate governance. | |
| Marc Lemann | ||
|
Independent
Committees: None |
BUSINESS EXPERIENCE:
Mr. Lemann has served on our board since June 2021. Mr. Lemann is an investor and entrepreneur with a broad range of business and investment experience. He is the founder and director of Maai Ltd., which has invested in ventures and public equities since January 2018. He previously co-founded Go4it Capital, a venture capital firm that has invested in sports technology, digital media, health and wellbeing ventures, and has served as a director since February 2016. Since April 2022, Mr. Lemann has served as a member of the board of directors of São Carlos Empreendimentos e Participações S.A., a commercial real estate investment and management company in Brazil that is publicly held and listed on the Brazilian stock exchange, having previously served as an alternate board member from April 2020 to April 2022. Mr. Lemann served as a member of the general partner of Growth Interface Fund, a long-only public equities fund, since December 2017 until December 2024. Previously, from October 2015 until January 2022, Mr. Lemann served as a director of Go4it Esportes e Entretenimento S.A., a sports agency and business incubator he co-founded in Brazil. Mr. Lemann graduated from Columbia University with a Bachelor of Arts majoring in economics. Mr. Lemann is 33 years old and resides in Switzerland. At our 2024 annual meeting, he received 95.3% votes in favor of his re-election.
QUALIFICATIONS
The Board nominated Mr. Lemann due to his business, investment and merger and acquisition knowledge, including his experience in digital technology, venture financing, and real estate. | |
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Proposal 1 – Election of Directors
| Jason Melbourne | ||
|
Independent
Committees: Audit Compensation Conflicts |
BUSINESS EXPERIENCE:
Mr. Melbourne has served on our board since September 2020. Mr. Melbourne has been the Head of Canadian Capital Markets at Canaccord Genuity since June 2023 and is also a member of its global operating committee. Prior to this role, Mr. Melbourne was Global Head of Distribution at Canaccord Genuity from October 2020 to June 2023. He previously served as Global Head of Canadian Equities from May 2010 to October 2020 and as Principal, Sales & Trading for Genuity Capital Markets beginning in January 2005. Prior to his time at Canaccord Genuity, he was Director of Sales and Trading at CIBC World Markets from June 2001 to January 2005. Mr. Melbourne has served on the board of directors at Lay-Up, a youth basketball foundation that strives to empower youth with the confidence and life skills to become the community leaders of tomorrow, since March 2018, and Huron College – University of Western Ontario, since September 2021. From November 2019 to March 2021, he served on the board of directors of the Ontario Lottery and Gaming Corporation, an agency that develops world-class gaming entertainment in the Province of Ontario. Mr. Melbourne is 53 years old and resides in Ontario, Canada. At our 2024 annual meeting, he received 96.0% votes in favor of his re-election.
QUALIFICATIONS
The Board nominated Mr. Melbourne due to his experience in executive roles at a large financial services company. In addition, the Board considered his knowledge of finance and capital markets as well as his knowledge of the Canadian market. | |
| Daniel S. Schwartz | ||
|
Independent
Committees: None |
BUSINESS EXPERIENCE:
Mr. Schwartz has served on our Board since December 2014 and served as Co-Chair from January 2019 to January 2023. Mr. Schwartz served as the Chief Executive Officer of RBI and its predecessor BKW from June 2013 until January 2019 and as Executive Chairman from January 2019 through June 2019. Mr. Schwartz joined Burger King Holdings, Inc., the predecessor to BKW, in October 2010 as Executive Vice President, Deputy Chief Financial Officer. From January 2011 until March 2013, he served as Chief Financial Officer of BKW and from March 2013 until June 2013, he served as Chief Operating Officer. Mr. Schwartz is co-Managing Partner of 3G Capital, a global investment firm. Since February 2022, he has also served as a director of privately held Hunter Douglas Group, global leader in the window coverings industry. From 2012 until February 2015, Mr. Schwartz served as a director of Carrols Restaurant Group, Inc., RBI’s largest Burger King franchisee in the United States. Mr. Schwartz is 44 years old and resides in Florida, United States. At our 2024 annual meeting, he received 99.6% votes in favor of his re-election.
QUALIFICATIONS
The Board nominated Mr. Schwartz because of his experience as the CEO and Co-Chair/Executive Chairman of RBI and its predecessors. In addition, the Board considered his knowledge of strategy and business development, finance, marketing and consumer insights, risk assessment, mergers and acquisitions, leadership development and succession planning. | |
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Proposal 1 – Election of Directors
| Thecla Sweeney | ||
|
Independent
Committees: Nominating and Corporate Governance |
BUSINESS EXPERIENCE:
Ms. Sweeney has served on our Board since January 2022. Ms. Sweeney is a partner and co-founder of Alphi Capital Inc., a private investment firm formed in August 2022. Prior to founding Alphi, from 2004 to 2022, Ms. Sweeney was a member of the investment team at Birch Hill Equity Partners, a leading Canadian mid-market private equity firm focused on investments in the consumer, healthcare and telecom industries. In the 12 years that Ms. Sweeney was a partner at Birch Hill, she spent the last four as an Operating Partner and Executive Chair and Chief Executive Officer for Motion LP, a privately-held provider of complex mobility and accessibility solutions in Canada. Prior to joining Birch Hill, Ms. Sweeney worked on the start-up of Porter Airlines, was a consultant at Bain & Company and spent three years in the Chairman’s Office of George Weston Limited. Since March 2023, she has served on the board of Dollarama Inc., a publicly-traded Canadian value retailer. She served on the board of directors of Motion LP from 2014 to January 2023. From 2010 to April 2022, she served on the board of Mastermind LP, a privately-held specialty toy retailer and from 2019 to July 2022 she served on the board of FlexNetworks LP, a privately-held telecom business. From 2012 to 2017, she served on the board of Sleep Country Canada, a specialty retailer of mattresses and accessories. Ms. Sweeney is 53 years old and resides in Ontario, Canada. At our 2024 annual meeting, she received 99.4% votes in favor of her re-election.
QUALIFICATIONS
The Board nominated Ms. Sweeney due to her experience as a CEO and as a director of multiple companies in various industries and as a consultant. In addition, the Board considered her knowledge of retail, operations, strategy and business development, and finance. | |
If elected, each of the aforementioned nominees has consented to serve as a director and hold office until the close of the 2026 Annual Meeting of Shareholders or until his or her respective successor has been elected or appointed.
Recommendation of the Board
The Board recommends a vote “FOR” each of the director nominees.
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In this section, you can read about
| Governance Guidelines | Page 10 | |
| Board Leadership Structure | Page 11 | |
| Meetings | Page 12 | |
| Board Independence | Page 12 | |
| Director Term Limits and Director Tenure | Page 13 | |
| Election of Directors - Majority Voting | Page 13 | |
| Director Orientation and Continuing Education | Page 14 | |
| Annual Evaluation Process | Page 14 | |
| Board Committees | Page 14 | |
| Executive Officer Demographics | Page 19 | |
| Risk Management | Page 19 | |
| Sustainability-Restaurant Brands for Good | Page 20 | |
| Shareholder Engagement | Page 21 | |
| Communication with our Board | Page 22 | |
| Code of Ethics/Conduct | Page 23 | |
| Insider Trading Policy | Page 24 | |
| Related Party Transaction Policy | Page 24 | |
| Certain Relationships and Related Transactions | Page 24 | |
| Director Compensation | Page 25 |
CORPORATE
GOVERNANCE
MAJORITY INDEPENDENT BOARD
Elected by
majority vote
Annual performance
self-evaluations
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CORPORATE GOVERNANCE
Governance Guidelines
Our Board supervises and directs the management of our business and affairs and believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board’s responsibilities to shareholders.
The Restaurant Brands International Inc. Board of Directors Corporate Governance Guidelines, as amended (the “Governance Guidelines”). provide a framework for corporate governance in accordance with applicable Canadian and U.S. securities laws, the NYSE listing standards, the TSX rules, the requirements under the CBCA and our organizational documents. Highlights of our Governance Guidelines include the following:
| • | A majority of members of the Board must be independent as defined by the NYSE and TSX listing standards and applicable U.S. and Canadian securities laws. |
| • | Our board strives for a balance of characteristics among directors in terms of their geography, thought, viewpoints, backgrounds, skills, experience, and expertise. |
| • | The standing committees of the Board are the Audit Committee, the Compensation Committee, the NCG Committee and the Conflicts Committee. The Board may create and maintain other committees from time to time. Committee membership assignments are determined by the Board, on recommendation of the NCG Committee, taking account of our needs, individual attributes, and other relevant factors. |
| • | Each director serving on the Audit Committee will be an independent director as determined in accordance with the listing standards of the NYSE and TSX and meet the enhanced independence standards for audit committee members as set forth in U.S. and Canadian securities laws and each director serving on the Conflicts Committee will be an independent director as defined under the partnership agreement. |
| • | Executive sessions or meetings of directors without management present will be held as part of each regularly scheduled Board meeting. |
| • | A director may not accept a position on the board or audit committee of any other public company without first reviewing the matter with the Executive Chair of the Board, subject to limitations on the number of other public boards as set forth in our Governance Guidelines. |
| • | Director orientation programs are provided to all new directors either prior to or within a reasonable period after their nomination or election to the Board. |
| • | The Board, with the assistance of the NCG Committee, will conduct an annual performance self-evaluation of the full Board to determine whether the Board and its committees are functioning effectively. |
| • | The NCG Committee oversees and evaluates the Board’s performance and its compliance with our Governance Guidelines and other corporate governance regulations and principles. |
The NCG Committee monitors compliance with the Governance Guidelines. In addition, the NCG Committee periodically reviews our Governance Guidelines, and, if appropriate, will recommend changes to the Board. The full text of our Governance Guidelines is available in the “Investors—Corporate Governance” section of our website at www.rbi.com, as well as under the RBI issuer profile on SEDAR+ at www.sedarplus.com and is incorporated herein by reference. No other information on our website or any other website referenced in this document is incorporated into this proxy statement, and such information should not be considered part of this proxy statement. Any request for a copy of the Governance Guidelines may be directed to Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126, Attention: Corporate Secretary. Upon receipt of a request, a copy will be provided free of charge.
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Board Leadership Structure
Our Board currently has an Executive Chair, Patrick Doyle, and a Lead Independent Director, currently Ali Hedayat. Mr. Doyle has served as Executive Chair of our Board since January 2023 and was appointed Executive Chairman of RBI, an officer position, in November 2022. Mr. Hedayat has served as Lead Independent Director since June 2023 and RBI has had a lead independent director role since October 2020.
Our governing documents provide us with the flexibility to determine the appropriate leadership structure that is in the best interests of RBI. Our Board has not adopted a formal policy regarding the need to separate or combine the offices of Chair of the Board and Chief Executive Officer as the Board believes it is important to retain flexibility to allocate the responsibilities of the offices of the Chair and CEO in any way that it deems in the best interests of RBI at a given point in time. However, our Governance Guidelines provide that the independent directors of the Board, on recommendation of the NCG Committee, will select a Lead Independent Director in the event the Chair of the Board is not independent. Currently, the positions of Executive Chair of the Board and CEO are filled by different individuals and our CEO does not sit on the Board.
The primary responsibilities of our Executive Chair, CEO and Lead Independent Director are as follows:
| Executive Chair | CEO | Lead Independent Director | ||
|
regular engagement with the CEO to review business issues, results, strategy and key projects |
engagement with Executive Chair and senior management on strategic priorities |
presiding at Board meetings when Chair is not present, including executive sessions of independent Directors, or when a motion involving the Chair is being discussed | ||
| focus on big growth unlocks, franchisee success, investor and media engagement |
executing RBI’s current strategic plans and initiatives |
serving as a liaison between the Chair, CEO and the independent Directors | ||
| leading strategic discussions at full meetings of the Board |
overseeing and directing operations, with objective of enhancing long-term shareholder value |
approving Board meeting agendas, including scheduling to assure that there is sufficient time for discussion of all agenda items | ||
| participation in quarterly business reviews and annual senior leadership meetings | lead annual offsite business review, annual senior leadership meetings, and monthly and quarterly business reviews for each business unit | consulting with the Chair on materials provided to the Board | ||
| market visits with members of senior management | visit markets regularly to connect with franchisees and field teams | serving as a Board representative, if requested, in communications and consultation with major shareholders and other stakeholders, in coordination with management | ||
| mentor senior leadership team including CEO, CFO and business unit Presidents |
participate in investor and media engagement opportunities |
calling meetings of independent Directors | ||
Given the particular experience of Messrs. Doyle and Kobza, the Board believes this leadership structure is appropriate at this time because it separates the leadership of the Board from the duties of day-to-day leadership of the company. Mr. Doyle has extensive experience in the industry and is able to provide the Board and our
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senior executives, including our CEO, with unparalleled perspective, guidance, advice and leadership regarding RBI’s business, operations and strategy. As Mr. Doyle does not have daily operational responsibilities, he is able to focus on leading the Board in fulfilling its oversight and governance responsibilities. Mr. Doyle acts as a bridge between the Board and the CEO, offering guidance and strategic direction. Mr. Doyle also works collaboratively with our Lead Independent Director Mr. Hedayat. While Mr. Doyle, as Executive Chairman, is an officer of RBI and therefore not independent under the NYSE rules, he does not serve as CEO, is not responsible for the daily operations of the company and does not receive any salary or bonus in connection with his service to RBI.
Other than setting forth the role of the Lead Independent Director in our Governance Guidelines, our Board has not developed written position descriptions for the roles described above or the Chairs of our committees, our Governance Guidelines and the charter of each committee set forth the role of the relevant Chair. The Chair of each committee is responsible for setting the frequency and length of the meetings, setting meeting agendas consistent with the committee’s charter, and reporting on the activities of that committee to the full Board on a periodic basis.
Our Board has not developed a written position description for our CEO. Our Board and CEO develop, on an annual basis, corporate goals and objectives and parameters within which the CEO operates our business. Our Board and CEO also establish annual performance goals to measure the CEO’s individual achievement for purposes of our annual bonus program. The Compensation Committee of the Board is also responsible for annually evaluating the CEO against these objectives. For a further discussion of the corporate goals and objectives and the measures by which our CEO is evaluated, please see our Compensation Discussion & Analysis beginning on page 28 of this proxy statement.
Meetings
During 2024, the Board held a total of five meetings. Each incumbent director attended during 2024 at least 75% of the aggregate of (1) the total number of meetings of the Board and (2) the total number of meetings of each committee on which he or she served, in each case during the director’s term on the Board or such committee. The Audit Committee met five times, the Compensation Committee met two times and the NCG Committee met once during 2024.
In accordance with our Governance Guidelines, the Executive Chair of the Board will generally determine the frequency and length of Board meetings and will set the agenda for each Board meeting, in consultation with the Lead Independent Director. Board members are encouraged to suggest the inclusion of additional items on an agenda, and any director may request that an item be placed on an agenda. Board meetings are generally held pursuant to a pre-determined schedule, with additional meetings scheduled as necessary.
The Lead Independent Director presides over regular sessions of independent directors.
We encourage all directors to attend the annual meetings of our shareholders, and one of our directors attended our 2024 Annual General Meeting.
Board Independence
It is the policy of the Board that a majority of directors must (i) be independent with no direct or indirect material relationship or business conflict with RBI and (ii) otherwise meet the definition of an “independent” director under U.S. and Canadian securities laws and listing standards of the NYSE and the TSX. Our Board has affirmatively determined that the following nominees have no material relationship with RBI and otherwise qualify as independent based on the foregoing criteria: Messrs. Behring, de Limburg Stirum, Hedayat, Lemann, Melbourne, and Schwartz, and Mses. Farjallat, Fribourg, and Sweeney.
Under the NYSE listing standards, a director qualifies as “independent” if the board of directors affirmatively determines that the director has no material relationship with the listed company. While the focus of the inquiry is independence from management, the board is required to consider all relevant facts and circumstances in making an independence determination.
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National Instrument 58-201–Corporate Governance Guidelines (“NI 58-201”), provides guidance on corporate governance practices with respect to director independence, which reflect best practices established by the Canadian Securities Administrators (the “CSA”), but are not intended to be prescriptive. Such best practices provide, among other things, that: (i) a company’s board of directors should have a majority of independent directors; (ii) the chair of the board should be an independent director; (iii) the board should appoint a nominating committee composed entirely of independent directors; and (iv) the board should appoint a compensation committee composed entirely of independent directors. Determinations in respect of “independence” for these purposes are similar to the requirements under the NYSE listing standards.
In conducting its evaluations of Messrs. Behring and Schwartz, the Board considered their affiliation with 3G Capital and with 3G Restaurant Brands Holdings General Partner Ltd., which currently beneficially owns Partnership exchangeable units representing approximately 26% of the combined voting interest in RBI. Additionally, in conducting its evaluation of Mr. Schwartz, the Board considered his role as the former CEO of RBI and its predecessor BKW, noting that it has been more than five years since his departure from the role of CEO. In conducting its evaluation of Mr. Lemann, the Board considered his father’s relationship with 3G Capital, noting that Mr. Lemann does not have any voting or other arrangement with his father or such 3G entities. Further, in conducting its evaluation of Ms. Fribourg, the Board noted that her father is a former director of RBI and that neither Continental Grain Company (“CGC”) nor its subsidiaries has any commercial agreement with RBI, and while noting the public disclosure of an investing relationship between CGC and 3G Capital, the Board determined that a business relationship between two independent shareholders should not affect the independence of directors affiliated with such shareholders.
Director Term Limits and Director Tenure
All directors are elected at the annual meeting of our shareholders for a term of one year. The Board does not believe it should expressly limit a director’s tenure on the Board or set an arbitrary retirement age policy. RBI values the contribution of directors who over time have developed greater insight into our company and operations and therefore provide an increasing contribution to the Board as a whole as well as the new perspectives of directors who more recently joined the Board. As an alternative to term limits or a retirement policy, prior to recommending to the Board that one or more current directors be submitted to the shareholders for re-election, the NCG Committee reviews the performance of the directors potentially standing for election or re-election and makes appropriate recommendations to the Board concerning their candidacies.
Overall, the average tenure of the nominees to our Board, as of the date of the Meeting, is approximately five years, with three directors joining since the beginning of 2022, four directors with 3 to 6 years tenure and three directors with more than six years tenure on our Board.
Election of Directors—Majority Voting
There are 10 positions available on the board for a one-year term ending at the next annual meeting of shareholders and 10 nominees listed in this circular. Shareholders can vote FOR or AGAINST each individual nominee.
Under the majority voting requirements under the CBCA, if there is only one nominee for each position available on the board, a nominee will be elected only if the number of votes cast in the nominee’s favor represents a majority of the votes cast for and against them, subject to certain exceptions described below. If there are more nominees than positions available on the board, the nominees receiving the highest number of votes FOR will be elected until all such positions have been filled.
If a nominee that is an incumbent director does not receive a majority of votes in their favor and positions remain available on the Board, the nominee will be permitted to remain as a director until the earlier of the 90th day after the day of the election and the day on which their successor is appointed or elected. In addition, elected directors may also reappoint such an incumbent director even if they do not receive majority support in the most recent election in certain instances specified in the CBCA.
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Director Orientation and Continuing Education
We provide access to appropriate orientation programs, sessions, or materials for new members of the Board for their benefit generally within a reasonable period of time after their election to the Board. When a new director joins the Board, we provide orientation sessions included written materials and presentations by various members of senior management regarding our businesses, strategic plans, and policies. We and our Board encourage, but do not require, directors to participate in relevant outside continuing education programs; for example, Mr. Lemann attended a seminar on Behavior Analysis for Investors in February 2024 and Ms. Sweeney attended a Canadian Independent Board Retreat in October 2024.
Annual Evaluation Process
Our Board undertakes an annual evaluation process for the Board and each Committee that is overseen by the NCG Committee. This process includes feedback to determine how each Committee and the Board is functioning, including whether each contains the appropriate mix of members, skills, experience, and other characteristics. Additionally, the evaluation requests that directors specifically identify ways the Board and the Committees could improve effectiveness and functioning. The results of these assessments are reviewed by the entire Board. Additionally, the Board and the committees annually review the Corporate Governance Guidelines, committee charters and other policies for relevant updates.
Board Committees
The Board has three standing committees, the Audit Committee, the Compensation Committee, and the NCG Committee, as well as the Conflicts Committee. Each of the existing committees operates under a written charter. These charters set forth the responsibilities of each committee and are available in the “Investors—Corporate Governance” section of our website at www.rbi.com, and such information is also available in print to any shareholder who requests it through our Corporate Secretary.
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Set forth below is a description of the responsibilities of each of our current Board committees and its current membership.
Audit Committee
| Audit Committee Members |
Audit Committee Functions | |
| • Ali Hedayat (Chair)
• Maximilien de Limburg Stirum
• Jason Melbourne |
› Oversee the quality and integrity of our consolidated financial statements and related disclosures;
› Oversee the qualifications, independence, performance and compensation of our independent auditor;
› Oversee any audit issues or difficulties and management’s response;
› Oversee the performance of our internal audit function;
› Oversee our systems of disclosure controls and procedures, and internal control over financial reporting;
› Oversee our compliance with all legal and regulatory requirements and our compliance program;
› Oversee risk assessment and risk management, including with respect to risks related to tax strategy, cash investing strategy, cybersecurity, data privacy and sustainability;
› Review and discuss with management workforce practices and risks that affect the brands and operations;
› Review and approve the Audit Committee report that is required by the SEC to be included in our annual proxy statement;
› Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; and
› Review and assess the effectiveness of our sustainability strategies, policies, practices and programs. |
Directors serving on our Audit Committee may not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of the director to effectively serve on the Audit Committee.
The Board has determined that each member of the Audit Committee meets the independence requirements and is financially literate according to the NYSE listing standards and Canadian securities laws and that each member of the Audit Committee meets the enhanced independence standards for audit committee members required by the SEC. The Board has determined that Mr. Hedayat is qualified as an audit committee financial expert within the meaning of SEC rules and has accounting and related financial management expertise within the meaning of the NYSE listing standards. For more information regarding the business experience of Mr. Hedayat, see his biography under “Proposal 1 – Election of Directors.”
The discussion leader for executive sessions of the Audit Committee is generally Mr. Hedayat, the chair of the Audit Committee.
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Compensation Committee
| Compensation Committee Members |
Compensation Committee Functions | |
| • Alexandre Behring (Chair)
• Cristina Farjallat
• Jason Melbourne |
› Oversee and set our compensation and benefits policies generally;
› Evaluate the performance of our CEO and the employees who report directly to the CEO (the “CEO Direct Reports”);
› Oversee and set compensation for the CEO, the CEO Direct Reports and the members of the Board;
› Administer equity compensation plans and stock ownership policies; and
› Review our management succession plan. |
The Compensation Committee establishes, reviews, and approves executive compensation based on, among other factors, an evaluation of the performance of the CEO and CEO Direct Reports in light of corporate goals and objectives relevant to executive compensation, including annual performance objectives, and makes recommendations to the Board with respect to the CEO’s compensation.
The Compensation Committee annually reviews succession planning for the CEO and CEO Direct Reports. This involves reviewing potential internal candidates for each of these roles, noting those that are ready in the short term and those that require additional development. The Board provides opportunities for directors to get to know employees who have been identified as succession candidates by inviting them to make presentations to the Board. For further details on executive compensation, see the CD&A, beginning on page 28 of this proxy statement.
Non-management director compensation is determined by the Board, upon recommendation of the Compensation Committee, taking into account general and specific demands of Board and committee service, Company performance, comparisons with other organizations of similar size and complexity, competitive factors, other forms of compensation received by directors, if any, and other factors which it deems relevant, all with the intent of aligning directors’ interests with the long-term interests of our shareholders. Other than Mr. Doyle, there are currently no management directors serving on the Board. For more details on director compensation, see the discussion under the heading “Director Compensation” below on page 25.
Pursuant to its charter, the Compensation Committee may delegate to one or more officers of RBI the authority to make grants and awards of stock rights or options to any persons other than the CEO, any CEO Direct Report, and any person covered by Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee has delegated this authority to the CEO. In addition, as permitted under applicable law and the NYSE listing standards, the Compensation Committee may delegate its authority to one or more subcommittees or the Chair of the Compensation Committee when it deems appropriate and in the best interests of RBI.
Pursuant to its charter, the Compensation Committee has the sole authority to retain and terminate any compensation consultant assisting the Compensation Committee in the evaluation of executive officer compensation, including such compensation consultant’s fees and other retention terms. The Compensation Committee has engaged F.W. Cook to assist with developing a peer group to benchmark compensation.
The Board has determined that each member of the Compensation Committee (i) meets the independence requirements of the NYSE listing standards, including the heightened independence requirements specific to compensation committee members and (ii) meets the requirements of a non-employee director under the Exchange Act.
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Our Board believes that the Compensation Committee charter outlines an objective process for determining executive compensation based on objective criteria such as evaluating the performance of our executive officers in light of defined performance objectives. The discussion leader for executive sessions of the Compensation Committee is generally Mr. Behring, the chair of the Committee.
Compensation Committee Interlocks and Insider Participation
In 2024, Messrs. Behring and Melbourne and Ms. Farjallat served on our Compensation Committee. During 2024, none of these directors was an officer (as defined in Rule 3b-2 under the Exchange Act) or employee of RBI, or formerly an officer of RBI. None of our executive officers served on the compensation committee or board of any company that employed any person that served as a member of the Compensation Committee or our Board during 2024.
Nominating and Corporate Governance Committee
| NCG Committee Members |
NCG Committee Functions | |
| • Alexandre Behring (Chair)
• Ali Hedayat
• Thecla Sweeney |
› Identify individuals qualified to serve as members of the Board and recommend to the Board proposed nominees;
› Advise the Board with respect to its composition, governance practices and procedures;
› Review and monitor criteria for the selection of new directors and nominees for vacancies on the Board, including procedures for reviewing potential nominees proposed by shareholders;
› Establish, monitor and recommend to the Board changes to the various committees and the qualifications and criteria for membership on each committee;
› Recommend to the Board directors to serve on each standing committee and assist the Board in evaluating independence of those directors;
› Recommend to the Board any action to be taken in connection with director resignations;
› Oversee and evaluate the Board’s performance and our compliance with corporate governance regulations, guidelines and principles; and
› Periodically review and recommend changes to our Governance Guidelines, articles of incorporation and by-laws as they relate to corporate governance issues. |
The Board is responsible for selecting and nominating directors for election, acting on the recommendation of the NCG Committee, and giving attention to the following qualifications and criteria:
| › | High personal and professional ethics, integrity, practical wisdom and mature judgment; |
| › | Board training or prior public company board service, and/or senior executive experience in business, government, or education; |
| › | Expertise and skills that are useful to RBI and complementary to the background and experience of other Board members, as determined by the Board from time-to-time; |
| › | Balance among directors in terms of geography, thought, viewpoints, backgrounds, skills, experience, and expertise from, among other areas, corporate environment (including different stakeholders in the quick service restaurant industry and the broader restaurant industry), accounting, finance, international, marketing, human resources, and legal services; |
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| › | Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership; |
| › | Commitment to serve on the Board over a period of several years to develop knowledge about RBI and its operations and provide continuity of Board members; |
| › | Willingness to represent our best interests and objectively appraise management’s performance; |
| › | Tenure with the Board, past contributions to the Board, and/or whether advanced age may impact the expected continued capacity to serve as a director; and |
| › | Anticipated future needs of the Board. |
Director Qualifications and Nomination
The NCG Committee believes that the Board should possess a broad range of skills, knowledge, business experience, and backgrounds that provides effective oversight of our business. In connection with the selection of any new director nominee, the NCG Committee will assess the skills and experience of the Board, as a whole, and of each of the individual directors. The NCG Committee will then seek to identify those qualifications and experience sought in any new candidate that will maintain a balance of knowledge, experience and capabilities on the Board and produce an effective Board.
Selection of candidates is based on, first, the needs of RBI, and second, identification of persons responsive to those needs. We do not have a formal, written policy relating to the identification and nomination of directors who are Aboriginal peoples, persons with disabilities or members of visible minorities. The NCG Committee believes that its goal is to assemble the best Board possible that will bring to us a variety of perspectives and skills derived from high quality business and professional experience. There are no specific, minimum qualifications that must be met by each nominee; however, the NCG Committee will evaluate a candidate’s experience, integrity and judgment as well other factors deemed appropriate in adding value to the composition of the Board as set forth in the Governance Guidelines.
We generally believe that a less formulaic approach to board composition, together with a rigorous search for qualified candidates based on the above qualifications and criteria, will best serve our needs. The NCG Committee has sole authority to approve a search firm’s fees and other retention terms. Our Board believes it is paramount to maintain flexibility in the nominating process in order to ensure that the most qualified available candidates are selected as circumstances dictate and the needs of the company evolve. There are currently three female directors on the Board, Mses. Farjallat, Fribourg and Sweeney, representing 30% of our current directors and one member of our board who identifies as a member of a visible minority, Mr. Melbourne, representing 10% of our current directors. None of our directors identify as Aboriginal persons or persons with disabilities. Additionally, two of our directors identify as Latino/a and one as of Middle Eastern descent.
As noted above, the Board is responsible for selecting and nominating director candidates based on the NCG Committee’s recommendation. The Board believes that its Governance Guidelines outline objective qualifications and criteria (described above) that promote its objective selection and nomination of director candidates. Potential director candidates recommended by shareholders are evaluated in the same manner as other candidates recommended to the NCG Committee.
The Board has determined that each member of the Compensation Committee meets the independence requirements of the NYSE listing standards and applicable Canadian securities laws.
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Conflicts Committee
| Conflicts Committee |
Conflicts Committee Functions | |
| • Ali Hedayat (Chair)
• Maximilien de Limburg Stirum
• Jason Melbourne |
› Consent to, approve and/or direct a number of actions under the partnership agreement (described in Appendix A to this proxy statement) where a real or potential conflict of interest could exist or arise as between RBI, Partnership, or holders of Partnership exchangeable units. |
In addition to the three standing committees, the Board, as the general partner of Partnership, has established a Conflicts Committee which is required to consent to, approve and/or direct a number of enumerated actions under the partnership agreement where a real or potential conflict of interest could exist or arise as between RBI, Partnership, or holders of Partnership exchangeable units.
Each of the members of the Conflicts Committee is “independent” (as such term is defined in the partnership agreement) in accordance with the requirements of the partnership agreement.
Executive Officer Demographics
We do not have a requirement of a specified percentage of representation of women, Aboriginal peoples, persons with disabilities or members of visible minorities in executive officer or other positions. However, we believe including a range of candidates in the hiring process will lead to a more representative employee population at all levels. In selecting the best candidates for executive positions, we believe a number of factors should be considered including merit, talent, experience, expertise, leadership capabilities, innovative thinking, background and strategic agility. Of our eleven executive officers as of the date hereof, four individuals (36%) are diverse, including two female executive officers (18%), one executive identifies as Asian (9%) and one executive identifies as Latino (9%). None of our executive officers identify as Aboriginal persons or persons with disabilities.
Risk Management
Board Role in Management of Risk
The Board oversees the management of risks that could affect RBI, including our enterprise risk management. While risk oversight is primarily delegated to committees, the full Board retains responsibility for the general oversight of risks. The Audit Committee primarily oversees the risk management function, including the enterprise risk management processes in place to identify, monitor and control such exposures based on annual risk assessments that consider the likelihood and severity of potential risks. The risks that the Audit Committee regularly reviews include those related to liquidity, operations, tax, workforce management, cybersecurity and data privacy, sustainability and regulatory compliance. In carrying out its responsibilities, the Audit Committee works closely with members of our management team responsible for monitoring such risks and discusses reports on significant areas of risk identified by the enterprise risk management process at its regular meetings throughout the year. The other committees of the Board consider the risks within their areas of responsibility.
The Board satisfies its oversight responsibility through reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within RBI, including with respect to risks related to cybersecurity, sustainability and food safety. While these risks are part of the Audit Committee risk review, the Board has determined that they are of sufficient significance to warrant annual discussions at the Board level with management, including the executives tasked with day-to-day management of these risks. The Board and management regularly interact, and the Board invites management to regularly scheduled Board meetings, to address existing risks and identify significant emerging risks.
Our disclosure controls and procedures are part of, and therefore are uniformly aligned with, our risk oversight process. On a quarterly basis, our management evaluates the effectiveness of our disclosure controls and
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procedures as of the end of the period and discloses in our periodic reports their conclusions regarding the effectiveness of our disclosure controls and procedures. Prior to such public disclosure, those evaluations and conclusions are discussed with the Audit Committee in connection with its review of our annual and quarterly reports, including the financial and risk disclosures contained in such reports, enabling the Board to provide effective risk oversight.
Compensation Risks
Based on a review and analysis of our incentive plans, policies and programs, the Compensation Committee believes these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our business. The Compensation Committee considered the following factors as part of its review and analysis of our incentive plans and programs:
| › | rigorous oversight from the Board, Compensation Committee, CEO and senior management with discretion to award and/or reduce payouts if excessive risk is taken; |
| › | linkage of individual performance targets to the strategic plan established for the CEO by the Board and cascaded through a comprehensive process; |
| › | properly balanced pay mix between fixed and variable compensation; |
| › | annual cash incentive plan that measures business performance through profitability and operations metrics (Organic adjusted operating income growth, comparable sales and net restaurant growth) and includes overhead expense that gauge quality of performance; |
| › | equity awards which align management and shareholder interests to long-term sustainable growth, with awards in the form of restricted stock units and performance stock units; and |
| › | bonus swap program that encourages retention of shares by requiring the forfeiture of matching restricted share units if purchased shares are sold prior to vesting. |
Sustainability – Restaurant Brands for Good
Our vision is that the delicious, affordable, and convenient meals you love can also be sustainable.
With over 32,000 restaurants and a global network of franchisees and suppliers, we know it is important to align all key stakeholders within and outside of our organization to drive our sustainability priorities forward. This work begins with an effective governance structure which allows for both top-down guidance as well as bottom-up prioritization and execution from our business units.
During 2024, RBI’s Board delegated oversight of sustainability to the Audit Committee, which discusses sustainability on a quarterly basis while the Board also receives an update at least annually from the sustainability steering committee. RBI’s sustainability steering committee includes our Chief Corporate Officer and our Chief Procurement Officer, who are jointly accountable for the sustainability framework and strategy. Our Chief Corporate Officer reports to our Chief Executive Officer, who provides internal oversight.
Managing sustainability is a division between corporate strategy and brand-led initiatives. A corporate-level team tracks stakeholder expectations and trends, identifies sustainability initiatives to support the business strategy, and highlights best practices both internally across the group and externally from our peers. The team maintains regular contact with senior leadership, guiding them on long term social and environmental trends and the expectations of global stakeholders and engaging them to incorporate sustainability priorities as part of their business objectives. They also lead the company’s sustainability reporting and work with a number of other business lines to oversee the preparation of sustainability disclosures. Brand sustainability leaders, in partnership with their leadership teams, work together with franchisees to define and develop the brand level business plan and to execute and market sustainability initiatives.
The importance of sustainability at RBI is also reflected in metrics linked to annual employee performance incentives across our business, including incentive plans for RBI’s senior leaders. The metrics used include, but
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are not limited to, a variety of sustainability projects, such as delivering against sustainable sourcing transition plans, and executing strategic research programs. Leaders with sustainability linked performance incentives included individuals from teams across each brand, supply chain, nutrition, quality assurance, and marketing and communications.
Restaurant Brands for Good is our framework for sustainable business, with a long-term focus on improving ingredients, reducing our environmental impact, sourcing responsibly and investing in people and communities. It is about serving great food that our guests and our people love and will feel good about. Additional information about the sustainability initiatives of RBI and our brands as well as our progress to date is available at rbi.com/sustainability.
Shareholder Engagement
We actively engage with our shareholders and stakeholders in a number of forums on a year-round basis and also monitor developments in corporate governance and sustainability. We take feedback and insights from our engagement with shareholders and other stakeholders into consideration as we review and evolve our practices and disclosures, and further share them with our Board as appropriate.
This year-round effort supplements the ongoing communications between our management and shareholders through various engagement channels including direct meetings, analyst conferences and road shows.
In 2024, we received a shareholder proposal requesting that shareholder meetings be conducted either hybrid or online and not only in person. Based on this proposal we agreed to hold a hybrid meeting in 2024 and are also holding a hybrid meeting in 2025.
In the latter months of 2024 and into early 2025, we continued our robust shareholder engagement program by reaching out to our top shareholders representing approximately 60% of our outstanding common shares. We ultimately engaged with shareholders representing more than 40% of our outstanding common shares. In these meetings, we discussed a broad range of business strategy, executive compensation, governance, human capital, and sustainability topics. Investors were generally satisfied with the company’s current practices across these topics and gave us constructive and positive feedback on a number of our programs and initiatives.
During these engagements we also discussed RBI’s progress and commitments on a variety of sustainability topics, including climate action, animal welfare, plastics and packaging and natural resources. In particular, we discussed undertaking a water risk assessment focused on risk within the supply chain, plans with respect to
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reducing virgin plastics in guest-facing single-use plastics in the U.S. and Canada, and the updates to our Governance Guidelines to codify the responsibilities of the Lead Independent Director. All of these actions are in response to shareholder proposals put forth at the 2024 Annual Meeting.
Fall 2024 Engagement
| Key Engagement Topics | ||||
| Executive compensation program | Board refreshment, independence, leadership structure, board skills and background | Human capital management and related initiatives | ||
| Business strategy and performance | Sustainability reporting, oversight and targets | Environmental sustainability, animal welfare, nutrition and natural resources | ||
It is our practice that members of senior management share the feedback received during these meetings with the Compensation Committee, the NCG Committee, the Audit Committee and the full Board. In the past year, we have made responsive changes as a result of our discussions with shareholders, including undertaking a water risk assessment focused on risk within the supply chain in order to evaluate initiatives to mitigate identified water risks, continuing our work reducing virgin plastics in guest-facing single-use plastics in the U.S. and Canada, and updating our Governance Guidelines to codify the responsibilities and selection of the Lead Independent Director.
Communication with our Board
Shareholders and other parties interested in communicating directly with the Board, the Executive Chair or the Lead Independent Director of the Board may do so by email to boardofdirectors@rbi.com or by writing to: Board of Directors, c/o Jill Granat, General Counsel and Corporate Secretary, Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126. All communications should include the name, address, telephone number and email address (if any) of the person submitting the communication and indicate whether the person is a shareholder.
The Board’s approved process for handling correspondence received by RBI and addressed to the Executive Chair, the Lead Independent Director or to non-management members of the Board provides that the General Counsel and Corporate Secretary reviews all such correspondence and forwards copies of correspondence that, in the opinion of the General Counsel and Corporate Secretary, deals with the functions of the Board or committees thereof or that she otherwise determines requires their attention. The General Counsel and Corporate Secretary may screen frivolous or unlawful communications and commercial advertisements.
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Code of Ethics/Conduct
| › | Code of Business Ethics and Conduct. Our Board has adopted a Code of Business Ethics and Conduct applicable to all non-restaurant employees of RBI and its subsidiaries. |
| › | Code of Ethics for Executive Officers. Our Board has adopted a Code of Ethics applicable to our senior executives to promote the highest ethical standards in RBI’s operation of its global business and the activities of senior management. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website or on a Current Report on Form 8-K within four business days following the date of the amendment or waiver. Our senior executives certify compliance with the Code of Ethics for Executive Officers on an annual basis. |
| › | Code of Conduct for Directors. Our Board has adopted a Code of Conduct to acknowledge its responsibility for promoting an ethical culture through the actions of Board members and the effective oversight of our compliance programs, policies, and procedures. Our Board members certify compliance with the Code of Conduct for Directors on an annual basis. |
Each of the Code of Business Ethics and Conduct, the Code of Ethics for Executive Officers and the Code of Conduct for Directors is available in the “Investors—Corporate Governance” section of our website at www.rbi.com.
Our General Counsel and Chief Ethics and Compliance Officer monitors compliance with the Codes and reports any violations to the Board. Furthermore, each of the Code of Ethics for Executive Officers and the Code of Conduct for Directors contemplates that questions or concerns under the Code, as applicable, can be brought directly to the Chair of the Board.
In addition, we have adopted the Restaurant Brands International Inc. Whistle Blowing Policy in order to provide for the receipt and treatment of complaints received by RBI with respect to violations of the Code of Business Ethics and Conduct, as well as other RBI policies and controls. According to the Whistle Blowing Policy, the General Counsel is responsible for conducting the investigation of complaints received and reporting to the Audit Committee. The Audit Committee is responsible for overseeing the secure reporting process and determining what action should be taken with respect to a complaint. The Restaurant Brands International Inc. Whistle Blowing Policy is available in the “Investors—Corporate Governance” section of our website at www.rbi.com.
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Purpose |
Aggregate Indebtedness (C$) to RBI or its Subsidiaries | |
Other |
114,087 (1) |
| (1) | The reported aggregate indebtedness consists of loans denominated in U.S. dollars, Euros and Singapore dollars and was converted from these currencies to the Canadian dollar equivalent using the following exchange rates published by the Bank of Canada for March 31, 2025: 1 U.S. dollar = 1.43885 Canadian dollars; 1 Euro = 1.5562 Canadian dollars; and 1 Singapore dollar = 1.0715 Canadian dollars. |
› |
Initial Equity Grant non-management director is entitled to receive a one-time grant of stock options when first appointed to the Board. For 2024, this amount was at a notional value of $1,000,000 and it remains the same for 2025. These options vest on the fifth anniversary of the grant date and expire on the tenth anniversary of the grant date, subject to partial vesting upon termination without cause or for death or disability. |
› |
Retainer Fees non-management directors other than the Lead Independent Director, Mr. Hedayat, were entitled to receive an annual retainer of $50,000. The Lead Independent Director was entitled to receive an annual retainer of $70,000. non-management member of the Audit Committee, Compensation Committee, NCG Committee and Conflicts Committee was entitled to receive an annual committee fee of $10,000. The retainer component of the director compensation arrangement is the same for 2025. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) (1)(2) |
Total 2024 Director Compensation ($) | ||||||||||||
Alexandre Behring |
— | 140,000 | 140,000 | ||||||||||||
Maximilien de Limburg Stirum |
— | 140,000 | 140,000 | ||||||||||||
J. Patrick Doyle |
— | — | — | ||||||||||||
Christina Farjallat |
— | 120,000 | 120,000 | ||||||||||||
Jordana Fribourg (3) |
— | 106,284 | 106,284 | ||||||||||||
Ali Hedayat |
— | 200,000 | 200,000 | ||||||||||||
Marc Lemann |
— | 100,000 | 100,000 | ||||||||||||
Jason Melbourne |
— | 160,000 | 160,000 | ||||||||||||
Daniel Schwartz |
— | 100,000 | 100,000 | ||||||||||||
Thecla Sweeney (3) |
— | 113,716 | 113,716 | ||||||||||||
| (1) | All of our directors elected to defer their retainer and committee fees for 2024 and to receive restricted share units (RSUs) in lieu of cash with a value of two times the forgone fees. All of the directors made this election prior to December 31, 2023 or shortly after joining a new |
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| committee. The RSUs were granted on December 31, 2024 based on the $64.91 closing price of a common share of RBI on the date prior to the grant date, December 30, 2024, and were fully vested on the grant date. The number of RSUs granted to each of the directors was determined based on the amount of the director’s retainer and committee fees, if applicable, divided by $64.91, multiplied by two. |
| (2) | The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of awards for the fiscal year ended December 31, 2024 computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding these awards, refer to Note 13 to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and on SEDAR+ at www.sedarplus.ca. |
| (3) | The retainer amounts for Ms. Fribourg and Ms. Sweeney include pro-rated amounts for changes in their committee memberships during 2024. |
Name |
RSUs (#) |
Options (#) |
Shares (#) |
LP Units (#) |
Total Non-Option Value ($) | ||||||||||||||||||||
Alexandre Behring (1) |
132,652 | — | 148,000 | — | 18,292,897 | ||||||||||||||||||||
Maximilien de Limburg Stirum |
8,768 | 17,934 | — | — | 571,498 | ||||||||||||||||||||
J. Patrick Doyle (2) |
1,118,772 | 2,000,000 | 627,001 | — | 113,789,464 | ||||||||||||||||||||
Christina Farjallat |
3,284 | 15,218 | — | — | 214,051 | ||||||||||||||||||||
Jordana Fribourg |
2,571 | 13,118 | — | — | 167,578 | ||||||||||||||||||||
Ali Hedayat |
18,390 | — | 7,572 | — | 1,692,203 | ||||||||||||||||||||
Marc Lemann (3) |
5,254 | 15,358 | 15,000 | — | 1,320,156 | ||||||||||||||||||||
Jason Melbourne |
8,241 | 18,860 | — | — | 537,148 | ||||||||||||||||||||
Daniel Schwartz (4) |
12,374 | — | 1,382,207 | 137,996 | 99,893,344 | ||||||||||||||||||||
Thecla Sweeney |
4,554 | 17,841 | 1,350 | — | 384,823 | ||||||||||||||||||||
| (1) | As of December 31, 2024, all of the RSUs and the shares were held by CLBB Investments Holdings Fund Ltd., of which Mr. Behring and his family control and own the equity. |
| (2) | As of December 31, 2024, 500,000 of the shares were held by Lodgepole 231 LLC, of which Mr. Doyle is a member and Investment Manager with the sole voting and dispositive power over all of the assets of the LLC. RSUs include fractional shares rounded to the nearest share. |
| (3) | As of December 31, 2024, the 15,000 shares were held by Maai Ltd., of which Mr. Lemann is the sole owner. |
| (4) | As of December 31, 2024, 1,549 of the RSUs, 529,186 of the shares, and 14,296 of the Partnership units are held by Miami Restaurant Holdings, LLC, and 854,570 of the shares and 123,700 of the Partnership units are held by Ameco Food Holdings LLC. Mr. Schwartz holds all voting and dispositive power over securities held by each entity. RSUs include fractional shares rounded to the nearest share. |
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In this section, you can read about
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND
ANALYSIS
Compensation
Committee Report
EXECUTIVE
COMPENSATION
TABLES
PROPOSAL 2
Advisory “say on
pay vote” on executive
compensation
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COMPENSATION DISCUSSION AND ANALYSIS
Compensation Discussion & Analysis
This Compensation Discussion and Analysis (“CD&A”), outlines our compensation philosophy and objectives and describes our executive pay programs for 2024 and the compensation of our named executive officers, whom we refer to as our NEOs:
| › | Joshua Kobza, Chief Executive Officer |
| › | Sami Siddiqui, Chief Financial Officer |
| › | Axel Schwan, President, Tim Hortons Canada and U.S. |
| › | Tom Curtis, President, Burger King U.S. and Canada |
| › | Jill Granat, General Counsel |
| › | Matt Dunnigan, Former Chief Financial Officer |
| › | David Shear, Former President, International |
Unless otherwise specified, all dollar amounts set forth in this CD&A are in U.S. dollars.
Our Business and 2024 Performance
2024 Financial Highlights
| $44.5B Global System-wide Sales |
2.3% Global Comparable Sales |
3.4% Global Net Restaurant Growth | ||
| 17.9% Income from Operations Growth |
$3.18 Diluted Earnings per Share |
$3.34 Adjusted Diluted Earnings per Share(1) | ||
| 9.0% Organic Adjusted Operating Income Growth(1) |
$1.5B Net Cash from Operating Activities |
$1.3B Free Cash Flow(1) | ||
| (1) | Refer to Appendix B for a reconciliation of Non-GAAP financial measures. |
Leadership Changes
Appointment of New Chief Financial Officer
The Board appointed Mr. Siddiqui as Chief Financial Officer effective March 14, 2024. Mr. Siddiqui has held senior roles with RBI over the last 11 years, including President of Tim Hortons, President of RBI Asia Pacific, and most recently as the President of Popeyes Louisiana Kitchen. The Board approved an increase to Mr. Siddiqui’s annual salary from $550,000 to $625,000 as President of Popeyes Louisiana Kitchen. In connection with his appointment as Chief Financial Officer, the Board approved a subsequent increase to Mr. Siddiqui’s annual salary from $625,000 to $685,000, while his bonus opportunity was maintained at 130%. As previously disclosed, in April 2024 Mr. Dunnigan (Former Chief Financial Officer) entered into a separation agreement with RBI, the details of which are provided on page 48.
Other
As previously disclosed, in March 2024, Mr. Shear (Former President, International) entered into a separation agreement with RBI, the details of which are provided on page 47.
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RBI’s Executive Compensation Program
Pay-for-Performance Compensation Philosophy
Our compensation philosophy is rooted in our values of ownership and meritocracy and aligns with our shareholders’ interest in long-term value creation:
| › | Talent: attracting and retaining top talent around the globe; |
| › | Performance: connecting executive outcomes directly to company performance; |
| › | Wealth Creation: tying wealth creation to significant, long-term equity ownership; and |
| › | Risk Management: mitigating compensation-related retention risk. |
Governance and Best Practices
Consistent with our philosophy, our compensation programs complement each other to provide a clear link between what we pay our NEOs and RBI’s performance over both short- and long-term periods. This is clearly reflected in the governance and execution of our compensation program.
|
What we do
|
What we don’t do
| |
|
✓ Pay-for-performance philosophy with large majority of pay at risk for all executives and senior leaders
✓ Incentive program targets directly aligned with key business objectives in the short-term and shareholder value creation in the long-term
✓ Require stock ownership for all senior leaders (Vice Presidents and above); 12x for the CEO
✓ Settle long-term incentives in equity, not cash
✓ Leverage compensation consultant to inform decisions made by Compensation Committee
✓ Maintain an Insider Trading Policy requiring directors, executive officers, and all senior leaders to trade only during pre-established windows with clearance from our legal team
✓ Apply expense qualifier in short-term incentive program for all senior leaders to drive cost-efficient mindset throughout the organization
✓ Annual say-on-pay advisory vote
✓ Incentive clawback policy |
✗ Reward executives for excessive and/or unnecessary risk-taking
✗ No hedging, short-selling, margin, and pledging transactions by RBI employees including NEOs
✗ Pay out cash dividends with our long-term incentives before vesting of the underlying shares
✗ Provide uncapped award opportunities
✗ No change in control excise tax gross ups
✗ No repricing of stock options without shareholder approval
✗ No termination for good reason provisions
✗ No single-trigger change in control acceleration
✗ Provide excessive perquisites or benefits |
Role of Compensation Committee
The Compensation Committee is responsible for establishing and overseeing our compensation philosophy and for setting our executive compensation and benefits policies and programs generally. The Compensation Committee assists the Board in overseeing all items as defined in its charter and has access to members of management and independent compensation consultants to assist in approving items under its purview.
For 2024, Frederic W. Cook & Co., Inc. (“F.W. Cook”) was retained as a compensation consultant. F.W. Cook assists with peer group selection and analysis and provides data on competitive benchmarking, along with recommendations for pay levels and practices.
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How compensation decisions are made
| RBI Management | Compensation Consultant | Compensation Committee | ||||||
|
• Provides inputs regarding RBI’s business strategy and performance against business objectives
• CEO provides initial recommendations regarding compensation program structure and design
• Proposes individual performance goals for Individual Achievement under Annual Bonus Program
• Provides additional information as requested by the Compensation Committee
|
u |
• Assists with peer group selection and analysis
• Reviews and advises on management recommendations
• Advises the Compensation Committee on governance trends
• Provides data on competitive benchmarking and independent recommendations for pay levels and practices |
u |
• Reviews and approves plan design, metrics, goals, and overall incentive compensation funding levels
• Reviews and approves individual targets and compensation for executives based on market and benchmarking data
• Assesses performance in relation to defined goals and approves achievement of executive incentive compensation | ||||
Consideration of Shareholder Advisory Vote
As part of its compensation setting process, the Compensation Committee reviews the results of the prior year’s shareholder advisory vote. At the 2024 annual meeting of shareholders, approximately 90.4% of the votes cast were voted in favor of RBI’s executive compensation. The Compensation Committee intends to continue to review the results of the advisory vote and will consider all executive compensation feedback obtained from shareholder engagements.
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Shareholder Engagement and Feedback Received
We actively engage with our shareholders on different topics including executive compensation. Below are items of shareholder interest and our responses to how the RBI executive compensation programs align with our shareholders.
| What We heard |
Our Response | |
| Enhance disclosure on executive compensation decisions and rationale |
✓ We have significantly enhanced our CD&A to provide clearer disclosure on compensation decisions, governance practices, and how we set performance targets for RBI executives | |
| Enhance disclosure on ownership guidelines & clawback policies |
✓ Unvested PSUs and unexercised options no longer count towards requirements, further aligning our management with shareholder interest ✓ Executives who have not met guidelines will be required to hold >50% of net after-tax shares received from options exercises and vesting of Restricted Share Units and Performance Share Units ✓ Additional details on ownership guidelines and clawback policies provided in their respective sections within this CD&A | |
Compensation Peer Group
For 2024, the Compensation Committee reviewed and approved the following Peer Group based on the recommendations provided by F.W. Cook for use in determining compensation competitiveness of our NEOs and other executives under their purview. The peer group was selected with a mix of restaurants, hospitality, consumer packaged goods, and household products within a range of our revenue and market capitalization.
| Restaurants | Hospitality, Travel & Leisure | Packaged Food & Consumer Goods | ||
| • Chipotle Mexican Grill, Inc. • Domino’s Pizza, Inc. • McDonald’s Corporation • Starbucks Corporation • The Wendy’s Company • Yum! Brands, Inc. • Darden Restaurants, Inc. |
• Hilton Worldwide Holdings, Inc. • Hyatt Hotels Corporation • Marriott International Inc. • Las Vegas Sands Corp. • Royal Caribbean Cruises Ltd. |
• Kellogg Company • Kraft Heinz Company • Kimberly-Clark Corporation |
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Compensation Elements
Our compensation program is market-competitive and is based on a pay-for-performance philosophy. The following provides an overview of each element of our compensation program and describes both the process for determining each element and how such compensation relates to RBI’s pay-for-performance philosophy and meritocratic principles.
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Compensation Discussion and Analysis
Annual Cash Incentive (Annual Bonus Program)
The Annual Bonus Program is designed to incentivize completion of specific and measurable consolidated and business unit-specific objectives, as approved by the Compensation Committee at the beginning of the year. Earned annual bonus is calculated using the below framework:
In all cases, actual bonus payout is subject to:
| › | attainment of threshold performance of Adjusted Operating Income (“AOI”) and individual achievement; |
| › | a reduction if certain expense targets or compliance requirements are not met; and |
| › | an upward or downward adjustment of up to 20% based on a qualitative evaluation of RBI’s performance and the executive’s performance, as recommended by the CEO and approved by the Compensation Committee. |
Annual Bonus Program – Bonus Swap Investment Program
To further foster a culture of ownership, RBI provides its executives with an opportunity to invest a portion of their annual cash bonus into RBI common shares (“Investment Shares”) and leverage that investment through the issuance of RSUs (“Matching RSUs”). We consider these Matching RSUs to be a key part of our executive team’s Long-Term Incentive compensation.
| Restaurant Brands International |
2025 Proxy Statement |
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Page 33 |
Table of Contents
Compensation Discussion and Analysis
Eligible employees (including our NEOs) were offered an opportunity to use either 25% or 50% of their calculated net bonus for 2024 (after deducting an amount based on a theoretical tax rate of 40% in the U.S.) to purchase Investment Shares. The number of Investment Shares purchased was calculated by multiplying the theoretical net bonus and the swap election percentage and then dividing by the closing price on the trading day prior to the date of purchase reported on the TSX (denominated in Canadian dollars) for Canadian participants or on the NYSE (denominated in U.S. dollars) for all other participants:
*Note: Participants can elect to swap 25% or 50% of their bonus, with all our NEOs electing to swap 50%.
The number of Matching RSUs a participant receives was calculated by multiplying the gross annual bonus earned, the election percentage, and a multiplier associated with the participant’s level in the organization (2.25x for our NEOs), divided by the closing price of our stock on the trading day prior to the date of purchase.
*Note: Participants can elect to swap 25% or 50% of their bonus, with all our NEOs electing to swap 50%.
Dividend equivalents accrue on the Bonus Matching RSUs in additional RSUs having a fair market value as of the applicable dividend payment date equal to the value of the dividend that would have been distributed if a Bonus Matching RSU was an issued and outstanding common share. The Dividend Equivalents are subject to the same terms and conditions as the Bonus Matching RSUs to which they relate and will be settled on the relevant settlement date of the Bonus Matching RSUs.
Note that matching RSUs related to the 2024 Annual Bonus program are granted in 2025 and will be reported in the Summary Compensation Table in 2026 proxy statement.
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| Restaurant Brands International | 2025 Proxy Statement |
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Long-Term Incentives |
|||||||||||||||||||||||||||||||||||
Base Salary ($) |
Target Bonus (%) |
Target Bonus ($) |
Target Cash Compensation ($) |
Matching RSUs ($) |
PSUs ($) |
Total Target Direct Compensation ($) | |||||||||||||||||||||||||||||
| Joshua Kobza Chief Executive Officer |
950,000 |
200 |
% |
1,900,000 |
2,850,000 |
2,137,500 |
9,000,000 |
13,987,500 |
|||||||||||||||||||||||||||
| Sami Siddiqui Chief Financial Officer |
685,000 |
130 |
% |
890,500 |
1,575,500 |
1,001,813 |
3,500,000 |
6,077,313 |
|||||||||||||||||||||||||||
| Axel Schwan President, Tim Hortons |
625,000 |
130 |
% |
812,500 |
1,437,500 |
914,063 |
4,000,000 |
6,351,563 |
|||||||||||||||||||||||||||
| Thomas Curtis President, Burger King |
625,000 |
130 |
% |
812,500 |
1,437,500 |
914,063 |
4,500,000 |
6,851,563 |
|||||||||||||||||||||||||||
| Jill Granat General Counsel |
630,000 |
140 |
% |
882,000 |
1,512,000 |
992,250 |
2,500,000 |
5,004,250 |
|||||||||||||||||||||||||||
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| Restaurant Brands International | 2025 Proxy Statement |
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| (1) | NRG achievement for Burger King capped at 100% due to missing Openings target for the year . |
| (2) | RBI scorecard reflects weighted average of brand performance based on 20% each of our 5 franchisor segments (TH, INT, BK, PLK, FHS); TH and BK performance rounded to the nearest $5K (local currency). |
| (3) | Adjusted Operating Income performance metrics differ slightly from those reported in the Annual Report on Form 10-K with the following adjustments: excludes (a) the effect of foreign exchange rates, (b) Restaurant Holdings segment results and (c) adjustment for the impact of the Carrols acquisition on BK a nd PLK company restaurants. |
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| Joshua Kobza Chief Executive Officer RBI Tenure: 12 years |
Compensation Decisions (Chief Executive Officer) | |||
| • Increased base salary from $900,000 to $950,000 • Maintained annual incentive target percentage of 200% • LTI decreased from $20,325,000 to $9,000,000 due to non-recurrence of one-time promotion grant in 2023• Overall changes resulted in a 44% YoY decrease in TDC |
||||
| Pay Element |
Value (US$) | |||
| Base Salary (Fixed) • Increased from $900,000 to better align with market |
950,000 | |||
| Annual Bonus Payout (At Risk)* • 2024 Business Performance: Financial metrics above threshold and below target; assessed at 56.0% of target per RBI scorecard • 2024 Individual Performance: Operational and financial metrics; resulting in assessment of 70.1% of target |
1,131,572 59.6% of target | |||
| Annual Matching RSUs (At Risk)* • In February 2025, Mr. Kobza elected to swap 50% of his bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs • Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $2,311,226 |
1,272,965 | |||
| Annual Performance Share Units (At Risk) • Awarded in February 2024, vesting subject to performance conditions |
9,000,000 | |||
Total Compensation |
12,354,537 | |||
| Restaurant Brands International | 2025 Proxy Statement |
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Page 39 |
| Sami Siddiqui Chief Financial Officer RBI Tenure: 11 years |
Compensation Decisions (Chief Financial Officer) | |||
| • Increased base salary from $550,000 to $625,000 as part of prior role as President, Popeyes U.S. and Canada; subsequent increase to $685,000 reflecting new role and responsibility as CFO • Maintained annual incentive target percentage of 130% • Increased LTI from $2,500,000 to $3,500,000 • Overall changes resulted in a 33% increase in target TDC |
||||
| Pay Element |
Value (US$) | |||
| Base Salary (Fixed) • Increased to $625,000 to better align with market, subsequent increase to $685,000 to reflect new role and responsibility as CFO |
685,000 | |||
| Annual Bonus Payout (At Risk)* • Business Performance: All financial metrics above threshold and below target; assessed at 56.0% of target per RBI scorecard • Individual Performance: Operational and financial metrics resulting in assessment of 93.3% of target |
581,841 65.3% of target | |||
| Annual Matching RSUs (At Risk)* • In February 2025, Mr. Siddiqui elected to swap 50% of 2024 bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs • Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,050,797 |
654,508 | |||
| Annual Performance Share Units (At Risk) • Awarded in February 2024 to reflect leadership performance and market, vesting subject to performance conditions |
3,500,000 | |||
Total Compensation |
5,421,348 | |||
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| Compensation Decisions (President, Tim Hortons) |
| |||||
| Axel Schwan President, Tim Hortons Canada and U.S. RBI Tenure: 13 years |
• Increased base salary from $550,000 to $625,000 • Maintained annual incentive target percentage of 130% • Reduced LTI from $5,000,000 to $4,000,000; moderated award amount from grant in 2023 that reflected strong overperformance that year • Overall changes resulted in a 10% decrease in target TDC |
|||||
| Pay Element |
Value (US$) |
|||||
| Base Salary (Fixed) • Increased from $550,000 to better align with market and reflect continued tenure as President, Tim Hortons C&US |
625,000 |
|||||
| Annual Bonus Payout (At Risk)* • Business Performance: Franchisee profitability above target, other financial metrics above threshold and below target; assessed at 84.1% of target per Tim Hortons scorecard • Individual Performance: Operational and financial metrics resulting in assessment of 90.1% of target |
695,196 85.6% of target |
|||||
| Annual Matching RSUs (At Risk)* • In February 2025, Mr. Schwan elected to swap 50% of 2024 bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs • Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,007,152 |
787,626 |
|||||
| Annual Performance Share Units (At Risk) • Awarded in February 2024, vesting subject to performance conditions |
4,000,000 |
|||||
Total Compensation |
6,107,822 |
|||||
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| Compensation Decisions (President, Burger King) |
| |||||
| Tom Curtis President, Burger King U.S. and Canada RBI Tenure: 3 years |
• Increased base salary from $550,000 to $625,000 • Maintained annual incentive target percentage of 130% • Increased LTI from $3,000,000 to $4,500,000 to reflect progress on the brand’s turnaround effort • Overall changes resulted in a 35% increase in target TDC |
|||||
| Pay Element |
Value (US$) |
|||||
| Base Salary (Fixed) • Increased from $550,000 to better align with market and reflect continued tenure as President, Burger King US&C |
625,000 |
|||||
| Annual Bonus Payout (At Risk)* • Business Performance: All financial metrics above threshold and below target; assessed at 63.4% of target per Burger King scorecard • Individual Performance: Operational and financial metrics resulting in assessment of 74.6% of target |
543,783 66.9% of target |
|||||
| Annual Matching RSUs (At Risk)* • In February 2025, Mr. Curtis elected to swap 50% of 2024 bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs • Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,094,744 |
611,743 |
|||||
| Annual Performance Share Units (At Risk) • Awarded in February 2024, subject to performance conditions |
4,500,000 |
|||||
Total Compensation |
6,280,526 |
|||||
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| Compensation Decisions (General Counsel) |
| |||||
| Jill Granat General Counsel RBI Tenure: 26 years |
• Increased base salary from $600,000 to $630,000 • Maintained annual incentive target percentage of 140% • Increased LTI from $2,250,000 to $2,500,000 • Overall changes resulted in an 8% increase in target TDC |
|||||
| Pay Element |
Value (US$) |
|||||
| Base Salary (Fixed) • Increased from $600,000 to reflect experience in the QSR industry and long-term tenure as RBI General Counsel |
630,000 |
|||||
| Annual Bonus Payout (At Risk)* • Business Performance: All financial metrics above threshold and below target; assessed at 56.0% of target per RBI scorecard • Individual Performance: Operational and financial metrics resulting in assessment of 89.4% of target |
567,687 64.4% of target |
| ||||
| Annual Matching RSUs (At Risk)* • In February 2025, Ms. Granat elected to swap 50% of annual bonus payout to purchase RBI Investment Shares in exchange for Matching RSUs • Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,102,206 |
638,601 |
|||||
| Annual Performance Share Units (At Risk) • Awarded in February 2024, subject to performance conditions |
2,500,000 |
|||||
Total Compensation |
4,336,288 |
|||||
| Restaurant Brands International | 2025 Proxy Statement |
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| Compensation Decisions (Former Chief Financial Officer) | ||||
| Matt Dunnigan Former Chief Financial Officer |
• Employment ended March 14, 2024 with 12-month salary continuation• Not eligible for participation in the 2024 Annual Bonus Program |
|||
| Pay Element |
Value (US$) | |||
| Base Salary (Fixed) • Increased from $650,000 to $685,000 prior to separation |
685,000 | |||
| Annual Bonus Payout (At Risk) • Target Bonus Payout of $890,500 for the 2024 Annual Bonus Program; with employment ended March 14, 2024, Mr. Dunnigan was not eligible for 2024 Annual Bonus Program payout |
- | |||
| Annual Matching RSUs (At Risk)* • Mr. Dunnigan is not eligible for 2024 Annual Bonus Program • Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,108,764 |
- | |||
| Annual Performance Share Units (At Risk) • Awarded $2,500,000 |
2,500,000 | |||
| Total Compensation |
3,185,000 | |||
| David Shear Former President, International |
Compensation Decisions (Former President, International) | |||
| • Employed as advisor with a salary of CHF 177,838 ($201,597) until March 1, 2025 |
||||
| Pay Element |
Value (US$) | |||
| Base Salary (Fixed) • Increased from $700,000 to $735,000 prior to role as advisor |
201,597 | |||
| Annual Bonus Payout (At Risk) • Target Bonus Payout of $1,029,000 for the 2024 Annual Bonus Program; with change of role to advisor Mr. Shear was not eligible for 2024 Annual Bonus Program payout |
- | |||
| Annual Matching RSUs (At Risk)* • Mr. Shear not eligible for 2024 Annual Bonus Program • Amount reported in Summary Compensation Table related to 2023 Matching RSUs granted in February 2024 was $1,049,667 |
- | |||
| Annual Performance Share Units (At Risk) • Awarded $4,500,000 in February 2024; forfeited with end of employment |
4,500,000 | |||
| Total Compensation |
4,701,597 | |||
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| LTIP Measure (3-year CAGR) |
Weight |
Threshold (50%) |
Target (100%) |
Maximum (150%) |
Result |
Performance | ||||||
| Same Store Sales |
30% | 1.1% | 4.3% | 5.6% | 6.0% |
150.0%* | ||||||
| Net Restaurant Growth |
20% | 1.5% | 5.9% | 6.9% | 3.9% |
77.3% | ||||||
| EBITDA |
50% | 1.9% | 7.7% | 9.9% | 8.9% |
128.2% | ||||||
| Relative TSR |
Multiplier | 25 th Percentile |
40-60 th Percentile |
75 th Percentile |
63 rd Percentile |
1.09x | ||||||
| *Note: Capped at Max. Payout |
135.8% | |||||||||||
| Restaurant Brands International | 2025 Proxy Statement |
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Page 45 |
| CEO |
● ● ● ● ● ● ● ● ● ● ● ● |
12x Annual Salary | ||
Executive Vice Presidents & C-Suite Pay Bands 9 & 10 |
● ● ● ● ● ● |
6x Annual Salary | ||
Senior Vice Presidents Pay Band 8 |
● ● ● ● |
4x Annual Salary | ||
Vice Presidents Pay Band 7 |
● ● |
2x Annual Salary | ||
| 2025 Changes – Ownership Guidelines Effective March 1, 2025. • Earned but unvested PSUs no longer count towards the requirement • Vested but unexercised stock options no longer count towards the requirement • Executives must retain 50% of net after tax shares received from option exercises (excluding shares used to fund the exercise price) and vesting of RSUs and PSUs until guidelines have been met |
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| Restaurant Brands International | 2025 Proxy Statement |
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| COMPENSATION COMMITTEE |
| Alexandre Behring, Chair |
| Christina Farjallat |
| Jason Melbourne |
| April 23, 2025 |
| Page 48 |
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2025 Proxy Statement |
Restaurant Brands International |
| Named Executive Officer |
Year |
Salary ($) (1) |
Bonus ($) |
Stock Awards ($) (2)(3) |
Non-Equity Incentive Plan Compensation ($) (4) |
Change in pension value and NQ Deferred Comp Earnings ($) (5) |
All Other Compensation ($) (6) |
Total ($) | ||||||||||||||||||||||||||||||||
| Joshua Kobza |
2024 | 941,667 | — | 11,626,221 | 1,131,572 | — | 770,408 | 14,469,868 | ||||||||||||||||||||||||||||||||
| CEO |
2023 | 890,000 | — | 26,007,809 | 2,054,471 | — | 15,261 | 28,967,541 | ||||||||||||||||||||||||||||||||
| 2022 | 832,442 | — | 10,907,929 | 1,560,723 | — | 94,928 | 13,396,022 | |||||||||||||||||||||||||||||||||
| Sami Siddiqui |
2024 | 660,000 | — | 4,673,265 | 581,841 | — | 18,619 | 5,933,725 | ||||||||||||||||||||||||||||||||
| CFO |
||||||||||||||||||||||||||||||||||||||||
| Axel Schwan |
2024 | 600,572 | — | 5,147,115 | 695,196 | — | 574,285 | 7,017,168 | ||||||||||||||||||||||||||||||||
| President, Tim Hortons Canada & US |
2023 | 548,884 | — | 6,440,533 | 895,261 | — | 575,119 | 8,459,797 | ||||||||||||||||||||||||||||||||
| Thomas Curtis |
2024 | 612,500 | — | 5,752,202 | 543,783 | — | 20,941 | 6,929,426 | ||||||||||||||||||||||||||||||||
| President, Burger King |
2023 | 550,000 | — | 3,842,261 | 973,135 | — | 20,399 | 5,385,795 | ||||||||||||||||||||||||||||||||
| US & Canada |
2022 | 545,833 | — | 3,454,071 | 547,210 | — | 18,323 | 4,565,437 | ||||||||||||||||||||||||||||||||
| Jill Granat |
2024 | 625,000 | — | 3,689,683 | 567,687 | — | 163,426 | 5,045,796 | ||||||||||||||||||||||||||||||||
| General Counsel |
||||||||||||||||||||||||||||||||||||||||
| David Shear |
2024 | 317,008 | — | 5,707,125 | — | — | 917,574 | 6,941,707 | ||||||||||||||||||||||||||||||||
| Former President, |
2023 | 734,912 | — | 6,866,274 | 933,067 | — | 1,171,872 | 9,706,125 | ||||||||||||||||||||||||||||||||
| International |
2022 | 692,024 | — | 5,476,751 | 1,323,085 | — | 1,562,202 | 9,054,082 | ||||||||||||||||||||||||||||||||
| Matthew Dunnigan |
2024 | 136,875 | — | 3,696,241 | — | — | 858,236 | 4,691,352 | ||||||||||||||||||||||||||||||||
| Former CFO |
2023 | 650,000 | — | 3,674,056 | 985,585 | — | 2,555 | 5,312,196 | ||||||||||||||||||||||||||||||||
| 2022 | 620,347 | — | 4,563,480 | 875,696 | — | 150,463 | 6,210,013 | |||||||||||||||||||||||||||||||||
| (1) | Unless otherwise stated, amounts paid to Mr. Schwan and Mr. Shear were converted to U.S. dollars based on the 12-month average exchange rate, as follows: For Mr. Schwan: 1 USD = 1.3727 CAD and for Mr. Shear: 1 USD = 0.8821 CHF. |
| (2) | Amounts shown in this column include the aggregate grant date fair value of Bonus Matching Restricted Share Units (“Bonus Matching RSUs”) granted in calendar years 2024, 2023, and 2022 under the Bonus Swap Program to the NEOs for 2023, 2022, and 2021 and computed in accordance with FASB ASC Topic 718. Under the Bonus Swap Program for such years, the Bonus Matching RSUs for the participating NEOs were calculated by (1) multiplying a NEO’s gross bonus by the Swap Election Percentage of 50%, (2) multiplying this amount by 2.25, and (3) dividing the total by the closing price of an RBI common share on the trading day preceding the grant date. Our NEOs have not actually received this compensation nor do these amounts reflect the actual value that will be recognized by the NEO. |
| (3) | Amounts shown in this column include the aggregate grant date fair value of PSUs granted in calendar years 2024,2023, and 2022. The aggregate grant date fair value of the PSUs was computed based on the probable outcome of the relative TSR performance measure using Monte Carlo valuation. The value of the 2024 PSUs at the grant date assuming the highest level of performance achieved based on the performance measure would be $13,972,492 (Mr. Kobza); $5,433,702 (Mr. Siddiqui); $6,209,945 (Mr. Schwan); $6,986,188 (Mr. Curtis and Mr. Shear); and $3,881,215 (Ms. Granat and Mr. Dunnigan). The dividend equivalents are converted to shares if and to the extent the underlying PSUs or RSUs vest. Actual amounts will be based on the RBI share price on the settlement date. Our NEOs have not actually received this compensation nor do these amounts reflect the actual value that will be recognized by the NEO. |
| (4) | The amounts reported in this column reflect compensation earned for 2024 performance under our Annual Bonus Program. We make payments under this program in the first quarter of the calendar year following the calendar year in which the bonus was earned after |
| Restaurant Brands International | 2025 Proxy Statement |
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Page 49 |
| finalization of our audited financial statements. As discussed above under “Compensation Discussion and Analysis—Bonus Swap Program”, in February 2025, each of the NEOs elected to swap 50% of their calculated net non-equity incentive plan compensation (the maximum permitted pursuant to the program) to purchase RBI common shares. The amounts representing 50% of 2024 non-equity compensation forgone and used to purchase RBI common shares in February 2025 on were as follows: Mr. Kobza—$565,786; Mr. Siddiqui—$290,920; Mr. Schwan—$347,598; Mr. Curtis—$271,892 and Ms. Granat—$283,844. |
| (5) | Ms. Granat’s change in pension value was ($1,297). |
| (6) | Details of the amounts set forth in this column related to 2024 are included in the 2024 All Other Compensation Table. |
| Named Executive Officer |
Year |
Company Contribution to Retirement and 401(k) Plans ($) (2) |
Tax Equalization ($) (3) |
Expatriate Benefits ($) (4) |
Other ($) (5) |
Total ($) | ||||||||||||||||||||||||
| Joshua Kobza |
2024 | 13,800 | 749,167 | — | 7,441 | 770,408 | ||||||||||||||||||||||||
| Sami Siddiqui |
2024 | 13,800 | — | — | 4,819 | 18,619 | ||||||||||||||||||||||||
| Axel Schwan (1) |
2024 | 15,531 | 328,106 | 224,114 | 6,534 | 574,285 | ||||||||||||||||||||||||
| Thomas Curtis |
2024 | 13,800 | — | — | 7,141 | 20,941 | ||||||||||||||||||||||||
| Jill Granat |
2024 | 13,800 | 143,665 | — | 5,961 | 163,426 | ||||||||||||||||||||||||
| David Shear (1) |
2024 | 98,851 | 650,685 | 106,261 | 61,777 | 917,574 | ||||||||||||||||||||||||
| Matthew Dunnigan |
2024 | — | 167,005 | — | 691,231 | (6) |
858,236 | |||||||||||||||||||||||
| (1) | Unless otherwise stated, amounts paid to Mr. Schwan and Mr. Shear were converted to U.S. dollars based on the 12-month average exchange rate, as follows: For Mr. Schwan: 1 USD = 1.3727 CAD and for Mr. Shear: 1 USD = 0.8821 CHF . |
| (2) | These amounts represent RBI’s match to the retirement plan of each respective NEO. |
| (3) | Pursuant to the Multi-Party Employment Agreements with Mr. Kobza, Mr. Siddiqui, Ms. Granat, and Mr. Dunnigan, we tax equalize each executive’s compensation to the U.S., including with respect to vesting of equity awards. See discussion of Multi-Party Employment Agreements in the CD&A above. Pursuant to our agreements with Mr. Shear and Mr. Schwan, we have agreed to tax equalize cash compensation to U.S. income tax rates. Amounts above reflect gross payments made to non-U.S. tax authorities and are not net of refunds received by RBI with respect to prior year over withheld payments. |
| (4) | Includes expatriate benefits for Mr. Schwan and Mr. Shear. |
| (5) | Includes the cost of premiums for the Executive Life Insurance Program for Messrs. Kobza, Siddiqui, Schwan, Curtis, and Dunnigan and Ms. Granat, as well as the tax preparation costs for Messrs. Kobza, Siddiqui, Schwan, Shear, Dunnigan and Ms. Granat. For Mr. Shear this also includes family, child and education, transportation and personal health allowances. |
| (6) | Includes the value of salary continuation pursuant to Mr. Dunnigan’s separation agreement entered into in April 2024. |
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| Named Executive Officer |
Estimated Future Payouts Under Non-Equity IncentivePlan Awards |
Grant Date |
Approval Date |
Estimated Future Payouts Under Equity Incentive Plan Awards (3) |
All Other Stock Awards: Number of Shares of Stock or Units (#) ( 4) |
Grant Date Fair Value of Stock and Option Awards ($) | ||||||||||||||||||||||||||||||||||||||||||||
Threshold ($) (1)(2) |
Target ($) (1)(2) |
Maximum ($) (1)(2) |
Threshold (#) |
Target (#) |
Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||
Joshua Kobza |
— | 1,900,000 | 3,325,000 | |||||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 59,697 | 119,395 | 179,092 | 9,314,995 | |||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 30,661 | 2,311,226 | |||||||||||||||||||||||||||||||||||||||||||||||
Sami Siddiqui |
— | 890,500 | 1,558,375 | |||||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 23,215 | 46,431 | 69,646 | 3,622,468 | |||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 13,940 | 1,050,797 | |||||||||||||||||||||||||||||||||||||||||||||||
Axel Schwan |
— | 812,500 | 1,421,875 | |||||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 26,532 | 53,064 | 79,596 | 4,139,963 | |||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 13,361 | 1,007,152 | |||||||||||||||||||||||||||||||||||||||||||||||
Thomas Curtis |
— | 812,500 | 1,421,875 | |||||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 29,848 | 59,697 | 89,545 | 4,657,458 | |||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 14,523 | 1,094,744 | |||||||||||||||||||||||||||||||||||||||||||||||
Jill Granat |
— | 882,000 | 1,543,500 | |||||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 16,582 | 33,165 | 49,747 | 2,587,477 | |||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 14,622 | 1,102,206 | |||||||||||||||||||||||||||||||||||||||||||||||
David Shear |
— | 1,029,000 | 1,800,750 | |||||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 29,848 | 59,697 | 89,545 | 4,657,458 | |||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 13,925 | 1,049,667 | |||||||||||||||||||||||||||||||||||||||||||||||
Matthew Dunnigan |
— | 890,500 | 1,558,375 | |||||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 16,582 | 33,165 | 49,747 | 2,587,477 | |||||||||||||||||||||||||||||||||||||||||||||
| 02/23/24 | 01/29/24 | 14,709 | 1,108,764 | |||||||||||||||||||||||||||||||||||||||||||||||
| (1) | Amounts shown in these columns were calculated using each NEO’s base salary as of September 30, 2024 (Mr. Kobza—$950,000; Mr. Siddiqui—$685,000; Mr. Schwan—$625,000, Mr. Curtis—$625,000, and Ms. Granat—$630,000) other than for Mr. Shear and Mr. Dunnigan which show amounts granted based on their base salary as of March 31, 2024. |
| (2) | Threshold amounts reflect amounts payable under our 2024 Annual Bonus Program. The threshold originally was set based on overall achievement at 50% and was modified to overall achievement at 0%. Target amounts assume that the Business Achievement was 100% and Individual Achievement was 100%. Maximum amounts assume that the Business Achievement was 200% and Individual Achievement was 100%. Amounts do not take into consideration the impact of CEO or Compensation Committee discretion. A full discussion of our 2024 Annual Bonus Program is included in the CD&A above. |
| (3) | Threshold amounts reflect shares earned assuming the performance criteria are met at 50%; the target amounts reflect shares earned assuming the performance criteria are met at 100%; and the maximum amounts reflect shares earned assuming the performance criteria are met at 150%. See Note 10 to the 2024 Outstanding Equity Awards at Fiscal Year-End Table for more information. |
| (4) | See Note 2 to the 2024 Summary Compensation Table and Note 9 to the 2024 Outstanding Equity Awards at Fiscal Year-End Table for more information. |
| Restaurant Brands International | 2025 Proxy Statement |
| |
Page 51 |
Option Awards |
Stock Awards (1) | ||||||||||||||||||||||||||||||||||||||||||||
| NEO Officer |
Grant Date |
Securities Unexercised Options Exercisable (#) |
Securities Underlying Unexercised Options Unexercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock that Have Not Vested (#) (11) |
Market Value of Shares or Units of Stock that Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have not Vested (#) (11) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | ||||||||||||||||||||||||||||||||||||
| Joshua |
05/05/17 | 200,000 | — | 56.92 | 05/04/27 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Kobza |
02/21/20 | (3) |
— | — | — | — | 236,658 | 15,425,390 | — | — | |||||||||||||||||||||||||||||||||||
| 02/25/22 | (4) |
— | — | — | — | 8,394 | 547,113 | — | — | ||||||||||||||||||||||||||||||||||||
| 04/20/22 | (5) |
— | — | — | — | 185,436 | 12,086,711 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (6) |
— | — | — | — | 13,692 | 892,450 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (7) |
— | — | — | — | — | — | 316,995 | 20,661,743 | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (9) |
— | — | — | — | 23,553 | 1,535,194 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (10) |
— | — | — | — | — | — | 61,144 | 3,985,356 | ||||||||||||||||||||||||||||||||||||
| Sami |
02/24/17 | 80,000 | — | 55.55 | 02/23/27 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Siddiqui |
02/21/20 | (2) |
— | 20,000 | 66.31 | 02/20/30 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 02/21/20 | (3) |
— | — | — | — | 23,666 | 1,542,539 | — | — | ||||||||||||||||||||||||||||||||||||
| 12/14/20 | (3) |
— | — | — | — | 22,894 | 1,492,228 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/25/22 | (4) |
— | — | — | — | 2,374 | 154,745 | — | — | ||||||||||||||||||||||||||||||||||||
| 04/20/22 | (5) |
— | — | — | — | 59,338 | 3,867,653 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (6) |
— | — | — | — | 4,703 | 306,551 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (8) |
— | — | — | — | — | — | 38,990 | 2,541,394 | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (9) |
— | — | — | — | 10,708 | 697,967 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (10) |
— | — | — | — | — | — | 23,778 | 1,549,848 | ||||||||||||||||||||||||||||||||||||
| Axel |
02/23/18 | 40,000 | — | 58.44 | 02/22/28 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Schwan |
02/22/19 | 30,000 | — | 64.75 | 02/21/29 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 02/21/20 | (2) |
— | 56,000 | 66.31 | 02/20/30 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| 02/21/20 | (3) |
— | — | — | — | 47,332 | 3,085,078 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/25/22 | (4) |
— | — | — | — | 3,816 | 248,707 | — | — | ||||||||||||||||||||||||||||||||||||
| 04/20/22 | (5) |
— | — | — | — | 59,338 | 3,867,653 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (6) |
— | — | — | — | 8,287 | 540,167 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (8) |
— | — | — | — | — | — | 77,981 | 5,082,789 | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (9) |
— | — | — | — | 10,264 | 668,994 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (10) |
— | — | — | — | — | — | 27,175 | 1,771,255 | ||||||||||||||||||||||||||||||||||||
| Thomas |
02/25/22 | (4) |
— | — | — | — | 2,508 | 163,469 | — | — | |||||||||||||||||||||||||||||||||||
| Curtis |
04/20/22 | (5) |
— | — | — | — | 59,338 | 3,867,653 | — | — | |||||||||||||||||||||||||||||||||||
| 02/22/23 | (6) |
— | — | — | — | 4,800 | 312,888 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (8) |
— | — | — | — | — | — | 46,788 | 3,049,673 | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (9) |
— | — | — | — | 11,156 | 727,141 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (10) |
— | — | — | — | — | — | 30,572 | 1,992,662 | ||||||||||||||||||||||||||||||||||||
| Jill |
05/05/17 | 50,000 | — | 56.92 | 05/04/27 | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Granat |
02/21/20 | (2) |
— | 25,000 | 66.31 | 02/20/30 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| 02/21/20 | (3) |
— | — | — | — | 29,582 | 1,928,174 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/25/22 | (4) |
— | — | — | — | 4,688 | 305,556 | — | — | ||||||||||||||||||||||||||||||||||||
| 04/20/22 | (5) |
— | — | — | — | 51,922 | 3,384,307 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (6) |
— | — | — | — | 7,581 | 494,160 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (8) |
— | — | — | — | — | — | 35,091 | 2,287,255 | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (9) |
— | — | — | — | 11,232 | 732,081 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (10) |
— | — | — | — | — | — | 16,984 | 1,107,034 | ||||||||||||||||||||||||||||||||||||
| David |
02/21/20 | (2) |
— | 25,000 | 66.31 | 02/20/30 | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Shear |
02/21/20 | (3) |
— | — | — | — | 29,582 | 1,928,174 | — | — | |||||||||||||||||||||||||||||||||||
| 12/14/20 | (3) |
— | — | — | — | 22,894 | 1,492,228 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/25/22 | (4) |
— | — | — | — | 5,208 | 339,452 | — | — | ||||||||||||||||||||||||||||||||||||
| 04/20/22 | (5) |
— | — | — | — | 89,009 | 5,801,574 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (6) |
— | — | — | — | 11,607 | 756,564 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/22/23 | (8) |
— | — | — | — | — | — | 77,981 | 5,082,789 | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (9) |
— | — | — | — | 10,697 | 697,233 | — | — | ||||||||||||||||||||||||||||||||||||
| 02/23/24 | (10) |
— | — | — | — | — | — | 30,572 | 1,992,662 | ||||||||||||||||||||||||||||||||||||
| Page 52 |
| |
2025 Proxy Statement |
Restaurant Brands International |
| (1) | The awards are valued based on closing price of a common share as reported on the NYSE on December 31, 2024, which was $65.18. |
| (2) | Stock options granted on February 21, 2020 vest in full on February 21, 2025. |
| (3) | The shares reported in this row represent shares issuable under the PSU award that cliff vest on February 21, 2025. The PSUs represented the right to receive a variable number of shares based on RBI’s actual performance during 2021, based on the amendments effective December 31, 2020. In January 2022, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |
| (4) | Reflects Bonus Matching RSUs issued on February 25, 2022 in connection with the 2021 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 31 st of 2022, 2023, 2024 and 2025. |
| (5) | The shares reported in this row represent shares issuable under the PSU award granted on April 20, 2022 that cliff vest on February 25, 2025. The PSUs represent the right to receive a variable number of shares based on RBI’s 3-year CAGR for organic Adjusted EBITDA, comparable sales and NRG, as modified by actual performance on a relative total shareholder return from December 2021 to December 2024. In January 2025, the Compensation Committee determined RBI’s achievement was 136% of the performance goal for the PSUs. |
| (6) | Reflects Bonus Matching RSUs issued on February 22, 2023 in connection with the 2022 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 15 th of 2023, 2024, 2025 and 2026. |
| (7) | The shares reported in this row represent the target number of shares issuable under the PSU award granted on February 22, 2023 that cliff vest on May 21, 2028. The PSUs represent the right to receive a variable number of shares based on RBI’s share price performance in the performance period of May 2025 to May 2028. |
| (8) | The shares reported in this row represent the target number of shares issuable under the PSU award granted on February 22, 2023 that cliff vest on February 22, 2026. The PSUs represent the right to receive a variable number of shares based on RBI’s 3-year performance on a relative total shareholder return from December 2022 to December 2025. |
| (9) | Reflects Bonus Matching RSUs issued on February 23, 2024 in connection with the 2023 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 15 th of 2024, 2025, 2026 and 2027. |
| (10) | The shares reported in this row represent the threshold number of shares issuable under the PSU award granted on February 23, 2024 that cliff vest on March 15, 2027. The PSUs represent the right to receive a variable number of shares based on RBI’s 3-year performance on a relative total shareholder return from February 2024 to February 2027. |
| (11) | Includes dividend equivalents as of December 31, 2024 on (i) unvested RSUs and (ii) on unvested PSUs. Dividend equivalents are accrued (in the form of additional units) on the RSUs and PSUs during the vesting period. The dividend equivalents are converted to shares if and when the underlying RSUs or PSUs vest. |
Option Awards |
Stock Awards | |||||||||||||||||||
| Named Executive Officer |
Number of Shares Acquired on Exercise (#) |
Value ($) (1) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) (2) | ||||||||||||||||
| Joshua Kobza |
335,494 | 11,042,548 | 406,547 | 30,309,672 | ||||||||||||||||
| Sami Siddiqui |
— | — | 108,994 | 8,051,700 | ||||||||||||||||
| Axel Schwan |
— | — | 46,592 | 3,376,203 | ||||||||||||||||
| Thomas Curtis |
— | — | 51,658 | 3,490,565 | ||||||||||||||||
| Jill Granat |
150,332 | 5,228,987 | 105,949 | 7,772,463 | ||||||||||||||||
| David Shear |
— | — | 121,497 | 8,956,189 | ||||||||||||||||
| Matthew Dunnigan |
220,000 | 4,686,076 | 209,275 | 15,975,550 | ||||||||||||||||
| (1) | The value realized on exercise of options is calculated by multiplying the number of shares exercised times the difference between the fair market value of a common share at the time of exercise and the exercise price of the options. |
| (2) | The value realized on vesting is calculated by multiplying the number of shares vested by the closing price of our shares on the date the stock awards vested. |
| Restaurant Brands International | 2025 Proxy Statement |
| |
Page 53 |
| Named Executive Officer |
Plan Name |
Number of Years of Eligible Credited Service as of December 31, 2024 |
Present Value of Accumulated Benefits ($) (1) |
Payments During Last Fiscal Year ($) | ||||
| Jill Granat |
The Burger King Retirement Plan | 26 | 59,612 | — | ||||
| (1) | The present value represents the value of the benefit payable at age 65 (or immediately if over age 65) and is based on the ICR 2025 mortality table and the 2025 plan year segment rates of 4.42%, 5.04% and 5.46%. |
› |
the terms of their respective employment agreements, which are described earlier under the heading “Compensation Discussion and Analysis – Employment Agreements”; |
› |
the Restaurant Brands International Inc. U.S. Severance Pay Plan (the “RBI Severance Plan”) |
› |
the 2024 Annual Bonus Program, as amended; and |
› |
the terms of their respective outstanding equity grants under our 2014 Omnibus Plan and 2023 Omnibus Plan. |
| Page 54 |
| |
2025 Proxy Statement |
Restaurant Brands International |
| Restaurant Brands International | 2025 Proxy Statement |
| |
Page 55 |
| Named Executive Officer |
Compensation Type |
Death ($) |
Disability ($) |
Termination Without Cause ($) |
Termination without Cause After Change in Control ($) |
|||||||||||||
| Joshua Kobza |
Salary |
— | — | 438,462 | (1) |
438,462 | (1) | |||||||||||
| Bonus |
1,131,572 | (2) |
1,131,572 | (2) |
1,131,572 | (2) |
1,131,572 | (2) | ||||||||||
| Option Valuation |
— | (3) |
— | (4) |
— | (4) |
— | (5) | ||||||||||
| Stock Units |
21,337,997 | (6) |
18,252,919 | (7) |
13,625,302 | (8) |
55,857,390 | (9) | ||||||||||
| Value of Benefits Continuation |
— | — | 10,717 | 10,717 | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Total |
22,469,569 |
19,384,491 |
15,206,053 |
57,438,141 |
||||||||||||||
| Sami Siddiqui |
Salary |
289,808 | (1) |
289,808 | (1) | |||||||||||||
| Bonus |
581,841 | (2) |
581,841 | (2) |
581,841 | (2) |
581,841 | (2) | ||||||||||
| Option Valuation |
— | (3) |
— | (4) |
— | (4) |
— | (5) | ||||||||||
| Stock Units |
5,773,897 | (6) |
5,166,943 | (7) |
3,409,382 | (8) |
12,658,998 | (9) | ||||||||||
| Value of Benefits Continuation |
— | — | 4,013 | 4,013 | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Total |
6,355,738 |
5,748,784 |
4,285,044 |
13,534,660 |
||||||||||||||
| Axel Schwan |
Salary |
— | — | 312,500 | (1) |
312,500 | (1) | |||||||||||
| Bonus |
695,196 | (2) |
695,196 | (2) |
695,196 | (2) |
695,196 | (2) | ||||||||||
| Option Valuation |
— | (3) |
— | (4) |
— | (4) |
— | (5) | ||||||||||
| Stock Units |
6,671,339 | (6) |
6,054,324 | (7) |
3,434,537 | (8) |
15,992,122 | (9) | ||||||||||
| Value of Benefits Continuation |
— | — | 3,314 | 3,314 | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Total |
7,366,535 |
6,749,520 |
4,445,547 |
17,003,132 |
||||||||||||||
| Thomas Curtis |
Salary |
— | — | 96,154 | (1) |
96,154 | (1) | |||||||||||
| Bonus |
543,783 | 43,783 | 543,783 | 543,783 | ||||||||||||||
| Option Valuation |
— | — | — | — | ||||||||||||||
| Stock Units |
2,908,556 | (6) |
2,908,556 | (7) |
1,891,998 | (8) |
11,062,372 | (9) | ||||||||||
| Value of Benefits Continuation |
— | — | 4,720 | 4,720 | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Total |
3,452,339 |
3,452,339 |
2,536,655 |
11,707,029 |
||||||||||||||
| Jill Granat |
Salary |
— | — | 420,000 | (1) |
420,000 | (1) | |||||||||||
| Bonus |
567,687 | (2) |
567,687 | (2) |
567,687 | (2) |
567,687 | (2) | ||||||||||
| Option Valuation |
— | (3) |
— | (4) |
— | (4) |
— | (5) | ||||||||||
| Stock Units |
4,346,120 | (6) |
3,960,486 | (7) |
2,619,615 | (8) |
10,432,232 | (9) | ||||||||||
| Value of Benefits Continuation |
— | — | 670 | 670 | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Total |
4,913,807 |
4,528,173 |
3,607,972 |
11,420,589 |
||||||||||||||
| David Shear |
Salary |
— | — | — | — | |||||||||||||
| Bonus |
— | — | — | — | ||||||||||||||
| Option Valuation |
— | — | — | — | ||||||||||||||
| Stock Units |
— | — | 12,691,223 | (10) |
— | |||||||||||||
| Value of Benefits Continuation |
— | — | 42,000 | (10) |
— | |||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||
| Total |
— |
— |
12,733,223 |
— |
||||||||||||||
| Page 56 |
| |
2025 Proxy Statement |
Restaurant Brands International |
| (1) | Because the employment agreements with our NEOs provide that severance will be determined under the provisions of the policies relating to termination of employment applicable to employees at the executive’s grade level as in effect at the time of termination, these amounts are determined under the RBI Severance Plan. The severance payment for Mr. Kobza is 24 weeks of base pay, the severance payment for Mr. Siddiqui is 22 weeks of base pay, the severance payment for Mr. Schwan is 26 weeks of base pay, the severance payment for Mr. Curtis is 8 weeks of base pay, and the severance payment for Ms. Granat is 35 weeks of base pay. |
| (2) | Based upon amounts actually paid under the 2024 Annual Bonus Program as amended. In addition, pursuant to their employment agreements and our policy, we will make appropriate tax equalization payments on these non-equity incentive compensation amounts to the appropriate authority on behalf of Mr. Kobza, Mr. Siddiqui, Mr. Schwan, Ms. Granat, Mr. Shear and Mr. Dunnigan. These amounts are not included in the amounts shown. |
| (3) | In the case of termination for death, the options will vest 20%, 40% and 100% on the first, second and third anniversaries of the grant date, respectively, as set forth in the applicable award agreements. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $65.18, the closing price of a common share as reported on the NYSE on December 31, 2024, and the exercise price of the options. Since the exercise price exceeds $65.18, no value is assigned. |
| (4) | In the case of termination Without Cause or for Disability, options will vest as if vesting was in five equal installments as set forth in the applicable award agreements. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $65.18, the closing price of a common share as reported on the NYSE on December 31, 2024, and the exercise price of the options. Since the exercise price exceeds $65.18, no value is assigned. |
| (5) | In the case of termination Without Cause within twelve months after a Change in Control (as defined in the 2014 Omnibus Plan), all outstanding options would vest. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $65.18, the closing price of a common share as reported on the NYSE on December 31, 2024, and the exercise price of the options. Since the exercise price exceeds $65.18, no value is assigned. |
| (6) | In the case of termination for Death, the PSUs granted in 2020 will vest at 100%, as set forth in the applicable award agreements. The PSUs granted in 2022, 2023, and 2024 will vest as if one-third was earned on each of the first through third anniversary of the grant date. Amounts reflect the fair market value of $65.18 per share, which is the closing price of a common share as reported on the NYSE on December 31, 2024. |
| (7) | In the case of termination by reason of Disability, the PSUs granted in 2020 will vest at 80%, as set forth in the applicable award agreements. The PSUs granted in 2022, 2023, and 2024 will vest as if one-third was earned on each of the first through third anniversary of the grant date. Amounts reflect the fair market value of $65.18 per share, which is the closing price of a common share as reported on the NYSE on December 31, 2024. |
| (8) | In the case of termination Without Cause, the PSUs granted in 2020 will vest at 50% until the fifth anniversary of the grant date, as set forth in the applicable award agreements. The PSUs granted in 2022, 2023, and 2024 will be deemed 67% vested if the executive’s employment is terminated within one year of the vesting date of the award. If the executive’s employment is terminated prior to one year before the vesting date of the award, the entire award will be forfeited. Amounts reflect the fair market value of $65.18 per share, which is the closing price of a common share as reported on the NYSE on December 31, 2024. |
| (9) | In the case of termination Without Cause within twelve months after a Change in Control (as defined in the 2023 Omnibus Plan and 2014 Omnibus Plan), all outstanding Bonus Matching RSUs, RSUs and PSUs would vest. |
| (10) | Reflects the value of the lump sum payment of $42,000 in lieu of health and welfare benefits and the value as of December 31, 2024 based on the awards Mr. Shear will retain pursuant to his separation agreement entered into in March 2024. 2022 PSUs were retained at 100% and 2023 PSUs were retained at 67%. |
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› |
attracting and retaining top talent; |
› |
connecting executive outcomes to company performance; |
› |
placing a significant portion of compensation at risk if performance goals are not achieved; |
› |
promoting our core value of ownership by aligning the interests of the CEO and the CEO Direct Reports with those of our shareholders through sizable, long-term equity ownership; and |
› |
mitigating compensation-related retention risk. |
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Recent and historical audit performance, including the results of a management survey concerning KPMG’s service; |
› |
The relevant experience, expertise and capabilities of KPMG and the audit engagement team in relation to the nature and complexity of our business; |
› |
A review of the firm’s independence and internal quality controls; |
› |
Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (“PCAOB”); |
› |
The appropriateness of KPMG’s fees for audit and non-audit services; and |
› |
The length of time that KPMG has served as our independent registered public accounting firm, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent. |
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2024 |
2023 | |||||||||
($ in thousands) |
($ in thousands) | |||||||||
| Audit fees (1) |
7,181 | 6,514 | ||||||||
| Audit-related fees (2) |
226 | 383 | ||||||||
| Tax fees |
||||||||||
| Tax compliance fees (3) |
— | — | ||||||||
| Tax consulting fees (4) |
80 | 82 | ||||||||
| |
|
|
|
|
| |||||
| Total tax fees |
80 | 82 | ||||||||
| All other fees (5) |
— | 190 | ||||||||
| |
|
|
|
|
| |||||
| Total fees |
7,487 | 7,169 | ||||||||
| |
|
|
|
|
| |||||
| (1) | Audit fees primarily consist of fees for the audit of the consolidated financial statements, ICOFR and the review of the interim condensed consolidated financial statements. This category also includes fees for statutory audits required by the tax authorities of various countries and accounting consultations, as well as for the preparation and review of documents relating to debt and equity offerings, including the preparation of comfort letters. |
| (2) | Audit-related fees are primarily the fees for financial statement audits of marketing funds and accounting consultations related to the evaluation of certain transactions. |
| (3) | Tax compliance fees primarily consist of fees for tax compliance services. |
| (4) | Tax consulting fees primarily consist of fees for tax planning and advice. |
| (5) | All other fees are fees for services other than those in the above categories. |
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| 1 | https://apps.who.int/iris/bitstream/handle/10665/258970/9789241550130-eng.pdf |
| 2 | https://www.who.int/news-room/fact-sheets/detail/antimicrobial-resistance |
| 3 | https://theshareholdercommons.com/case-studies/amr-case-study/ |
| 4 | https://www.yum.com/wps/wcm/connect/yumbrands/41a69d9d-5f66-4a68-bdee-e60d138bd741/Antimicrobial+Resistance+Report+2021+11-4+- +final.pdf?MOD=AJPERES&CVID=nPMkceo |
| 5 | https://www.ft.com/content/158aa07a-ff5a-4bd0-8248-3b4fa86492c8 |
| 6 | https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf |
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| 1 | WHO guidelines on use of medically important antimicrobials in food-producing animals. Geneva: World Health Organization; 2017. License: CC BY-NC-SA 3.0 IGO. https://www.who.int/publications/i/item/9789241550130 |
| 2 | As defined by the US Food and Drug Administration GL152 annex list antibiotic classification. |
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| 1 | www.bit.ly/NRA-FoodWasteArticle |
| 2 | See also: www.bit.ly/BusinessCaseForReducingFoodWaste |
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| • | Too Good To Go Partnership |
| • | Used Cooking Oil Recycling |
| • | Forecasting & Inventory Tools |
| • | Franchisee Enablement |
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| • | Alexandre Behring: co-founder and co-managing partner.1 |
| • | Daniel Schwartz: co-managing partner. |
| • | Marc Lemann: co-founder, Jorge Paulo Lemann. |
| • | Jordana Fribourg: 2 |
| 1 | He’s also long served as the Chair of RBI’s Compensation and Nominating & Corporate Governance Committees. |
| 2 | Further, in nominating Ms. Fribourg for election in 2023, the Board selected the daughter/employee of outgoing director Paul Fribourg (Chairman and CEO of Continental Grain)—without disclosing if Mr. Fribourg, then a member of the Nominating & Governance Committee, recused himself from committee meetings where his daughter’s candidacy was discussed. Though in an improvement over 2023, the 2024 proxy materials did finally acknowledge their familial relationship. |
| 3 | www.bit.ly/BlackRock-Bulletin |
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| Name of Beneficial Owner |
Common Shares (#) |
% of Class of Common Shares |
Partnership Exchangeable Units (#) |
% of Class of Partnership Exchangeable Units |
Total Shares Beneficially Owned (#) |
Total Voting Power (%) | ||||||||||||||||||||||||
| 3G Funds (1) |
— | — | 116,784,472 | 92.0 | % | 116,784,472 | 25.7 | % | ||||||||||||||||||||||
| Capital World Investors (2) |
42,717,211 | 13.0 | % | — | — | 42,717,211 | 9.4 | % | ||||||||||||||||||||||
| Pershing Square Funds (3) |
23,142,542 | 7.1 | % | 3,942,553 | 3.0 | % | 27,085,05 | 6.0 | % | |||||||||||||||||||||
| Named Executive Officers, Directors and Nominees: |
||||||||||||||||||||||||||||||
| Alexandre Behring |
280,652 | (4) |
* | — | — | 280,652 | † | |||||||||||||||||||||||
| Maximilien de Limburg Stirum |
8,768 | (5) |
* | — | — | 8,768 | † | |||||||||||||||||||||||
| J. Patrick Doyle |
627,001 | (6) |
627,001 | |||||||||||||||||||||||||||
| Cristina Farjallat |
3,284 | (5) |
3,284 | |||||||||||||||||||||||||||
| Jordana Fribourg |
2,571 | (5) |
* | — | — | 2,571 | † | |||||||||||||||||||||||
| Ali G. Hedayat |
25,962 | (7) |
* | — | — | 25,962 | † | |||||||||||||||||||||||
| Marc Lemann |
20,254 | (8) |
* | — | — | 20,254 | † | |||||||||||||||||||||||
| Jason Melbourne |
8,241 | (5) |
* | — | — | 8,241 | † | |||||||||||||||||||||||
| Daniel S. Schwartz |
1,394,580 | (9) |
* | 137,996 | (10) |
* | 1,532,576 | † | ||||||||||||||||||||||
| Thecla Sweeney |
5,904 | (11) |
* | — | — | 5,904 | † | |||||||||||||||||||||||
| Joshua Kobza |
1,166,502 | (12) |
* | 5,413 | * | 1,171,915 | † | |||||||||||||||||||||||
| Sami Siddiqui |
348,032 | (13) |
* | * | 348,032 | † | ||||||||||||||||||||||||
| Axel Schwan |
283,760 | (14) |
* | — | — | 283,760 | † | |||||||||||||||||||||||
| Thomas Curtis IV |
73,898 | * | — | — | 73,898 | † | ||||||||||||||||||||||||
| Jill Granat |
530,615 | (15) |
* | 52,965 | * | 583,580 | † | |||||||||||||||||||||||
| David Shear |
148,803 | (16) |
* | — | — | 25,005 | † | |||||||||||||||||||||||
| Matthew Dunnigan |
12,000 | * | — | — | 12,000 | † | ||||||||||||||||||||||||
| All executive officers and directors as a group (21 persons) |
5,496,734 | (17) |
1.7 | % | 206,108 | * | 5,702,842 | 1.3 | % | |||||||||||||||||||||
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| * | Represents beneficial ownership of less than one percent (1%) of the class of outstanding common shares or Partnership exchangeable units, as applicable. |
| † | Represents beneficial ownership of less than one percent (1%) of the combined voting power of the outstanding common shares and Partnership exchangeable units. |
| (1) | According to the Schedule 13D (Amendment No. 21) filed on August 30, 2024 by 3G Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company (“3G RBH GP”) and 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership (“3G RBH”, and together with 3G RBH GP, the “3G Funds”), the 3G Funds own an aggregate of 116,784,472 Partnership exchangeable units with voting rights in respect of the common shares on a one vote per unit basis. Each of the 3G Funds shares voting and investment power with respect to all 116,784,472 Partnership exchangeable units. The principal business address of the 3G Funds is c/o 3G Capital, Inc., 600 Third Avenue 37th Floor, New York, New York 10016. |
| (2) | According to the Schedule 13G/A (Amendment No. 5) filed on February 9, 2024 by Capital World Investors (“Capital World”), an investment adviser registered under the Investment Advisers Act of 1940, as amended, and division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc. and Capital Group Investment Management Private Limited. Of the 42,717,211 common shares beneficially owned, Capital World has (a) sole voting power with respect to 42,602,515 common shares, and (b) sole investment power with respect to all 42,717,211 common shares. According to the Schedule 13G/A, Capital World’s divisions of each of the investment management entities collectively provide investment management services under the name Capital World Investors. The principal business address of Capital World is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071. |
| (3) | According to a Schedule 13D (Amendment No. 3) filed on July 18, 2024 by Pershing Square Capital Management, L.P., a Delaware limited partnership (“PSCM”), Pershing Square Holdco, L.P., a Delaware limited partnership (“PS Holdco”), Pershing Square Holdco GP, LLC, a Delaware limited liability company (“PS Holdco GP”), and PS Holdco GP Managing Member, LLC, a Delaware limited liability company (“ManagementCo”), and William A. Ackman, a citizen of the United States of America, (Mr. Ackman together with PSCM, PS Holdco, PS Holdco GP and ManagementCo, the “Pershing Square Funds”). PSCM’s serves as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (“PSLP”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PSI”), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey. PS Holdco’s primarily serves as a holding company for the business of PSCM. PS Holdco GP’s serves as the sole general partner of PS Holdco. ManagementCo’s serves as the sole member of PS Holdco GP and other Pershing Square entities. Mr. Ackman is (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo. Of the total amount beneficially owned, each of PSCM, PS Holdco, PS Holdco GP, ManagementCo and Mr. Ackman shares voting and investment power with respect to 23,142,542 common shares, and 381,005 common shares issuable on exchange of Partnership exchangeable units, and Mr. Ackman has sole voting and investment power with respect to 3,561,548 Partnership exchangeable units. The principal business address of Pershing Square Funds is 787 Eleventh Avenue, 9th Floor, New York, New York 10019. |
| (4) | This amount includes (i) 132,652 RSUs that settle upon termination of board service which are held by CLBB Investments Holdings Fund Ltd. (“CLBB Investments”) and (ii) 148,000 common shares held by CLBB Investments. Mr. Behring is the owner of CLBB Investments. Mr. Behring disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
| (5) | This amount represents RSUs that settle upon termination of board service. |
| (6) | This amount represents 500,000 common shares held by Lodgepole 231 LLC of which Mr. Doyle is the sole member and investment manager. Mr. Doyle disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
| (7) | This amount includes 18,390 RSUs that settle upon termination of board service. |
| (8) | This amount includes (i) 12,374 RSUs that settle upon termination of board service and (ii) 15,000 common shares held by Maai Ltd., of which the Mr. Lemann is the sole owner. Mr. Lemann disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
| (9) | This amount includes (i) 10,834 RSUs that settle upon termination of board service, 1,549 of which are held by Miami Restaurant Holdings LLC (“MRH”), (ii) 527,636 common shares held by MRH, and (iii) 854,570 common shares held by Ameco Food Holdings LLC (“Ameco”). Mr. Schwartz holds all voting and dispositive power over the securities held by Ameco and MRH. Mr. Schwartz disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
| (10) | This amount includes (i) 14,296 Partnership exchangeable units held by MRH and (ii) 123,700 Partnership exchangeable units held by Ameco. |
| (11) | This amount includes 4,554 RSUs that settle upon termination of board service. |
| (12) | This amount includes 200,000 common shares issuable pursuant to options that are exercisable within 60 days after April 8, 2025. |
| (13) | This amount includes (i) 235,228 shares held indirectly by a revocable trust, of which Mr. Siddiqui is the settlor and trustee for the benefit and (ii) 100,000 common shares issuable pursuant to options that are vested and exercisable. |
| (14) | This amount includes 126,000 common shares issuable pursuant to options that are exercisable within 60 days after April 8, 2025. |
| (15) | This amount includes 75,000 common shares issuable pursuant to options that are exercisable within 60 days after April 8, 2025. |
| (16) | This amount includes 25,000 common shares issuable pursuant to options that are exercisable within 60 days after April 8, 2025. |
| (17) | Includes in the aggregate (i) 196,088 RSUs that settle upon the termination of board service by respective board members and (ii) 773,500 common shares issuable pursuant to options that are exercisable within 60 days after April 12, 2024. |
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| Year (1) |
Summary Compensation Table Total for First PEO (Jose Cil) |
Compensation Actually Paid to First PEO (2) (Jose Cil) |
Summary Compensation Table Total for Second PEO (Joshua Kobza) |
Compensation Actually Paid to Second PEO (2) (Joshua Kobza) |
Average Summary Compensation Table Total for Non-PEO NEOs |
Compensation Actually Paid to Non-PEO NEOs (2) |
Total Share holder Return |
Peer Group Total Shareholder Return |
Net Income (millions) |
Operating Income (3) (millions) |
||||||||||||||||||||||||||||||
| 2024 |
$ | ($ | ) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| 2023 |
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| 2022 |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| 2021 |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| 2020 |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| (1) | |
| (2) | Dollar amounts shown in this column represent compensation actually paid calculated by adjusting amounts in summary compensation table in accordance with SEC rules. As required, the dollar amounts include unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts do not fully represent the actual final amount of compensation earned or actually paid to the CEO or other NEO during the applicable years. Adjustments made are shown in below tables. |
| (3) | For 2024, our Company Selected Measure is Adjusted Operating Income, consistent with our Short-Term Incentive Program. In prior years, we used Adjusted EBITDA. For more details, refer to our Compensation Discussion and Analysis, beginning on page 28. Adjusted Operating Income (AOI) is a non-GAAP measure, and reconciliation to Operating Income is provided in Appendix A. |
| All values in $US |
2020 |
2021 |
2022 |
2023 First CEO (Jose Cil) |
2023 Second CEO (Joshua Kobza) |
2024 |
||||||||||||||||||
| Summary Compensation Table Total |
||||||||||||||||||||||||
| Less: |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Plus: |
||||||||||||||||||||||||
| Plus/Less: |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Less: |
||||||||||||||||||||||||
| Plus/Less: |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Less: |
||||||||||||||||||||||||
| Plus: |
||||||||||||||||||||||||
| Less: |
||||||||||||||||||||||||
| Plus: |
||||||||||||||||||||||||
| Compensation Actually Paid |
( |
) | ||||||||||||||||||||||
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| All values in $US |
2020 |
2021 |
2022 |
2023 |
2024 |
|||||||||||||||
| Summary Compensation Table Total |
||||||||||||||||||||
| Less: |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| Plus: |
||||||||||||||||||||
| Plus/Less: |
( |
) | ( |
) | ( |
) | ||||||||||||||
| Less: |
||||||||||||||||||||
| Plus/Less: |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Less: |
( |
) | ||||||||||||||||||
| Plus: |
||||||||||||||||||||
| Less: |
||||||||||||||||||||
| Compensation Actually Paid |
||||||||||||||||||||
| • | |
| • | |
| • | |
| • | |
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Table of Contents
Other Information
CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (excluding our CEO) and the annual compensation of our CEO.
Our CEO leads our global workforce of approximately 37,584 employees working in locations around the world, including full-time and part-time employees, with 34,790 located in the United States, 2,141 located in Canada, and 653 located internationally as of December 31, 2024. We selected December 31, 2024 as the determination date for identifying the median employee.
To identify the median employee based on a determination date of December 31, 2024, we:
| • | Excluded 27,638 employees of the Carrols Restaurant Group entities we acquired in 2024 (Carrols employees will be included in next year’s calculation); |
| • | Excluded all 454 employees in the following countries under the de minimis exemption: China (318), Singapore (99), Brazil (18), Mexico (18), and Uruguay (1); |
| • | Calculated annual total cash compensation for all remaining employees excluding the CEO for 2024; |
| • | Identified the middle 21 employees using year-to-date payroll converted to US dollars as a consistently applied compensation measure; |
| • | Calculated annual total compensation for the 21 middle employees based on the same methodology used for the Summary Compensation Table; and |
| • | Re-ranked the middle 21 employees to select the median employee. |
The annual total compensation of our CEO for 2024 was $14,469,868 (including $9,314,995 arising from the grant date fair value of PSUs). The total annual compensation for our median employee, a restaurant crew member at a company owned Burger King location in the U.S., was $18,801. The ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2024 is 770 to 1.
We believe this pay ratio disclosure is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported. This information is being provided in response to SEC disclosure requirements. Neither the Compensation Committee nor RBI’s management uses the pay ratio measure in making any compensation decisions.
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Table of Contents
Questions and Answers About the Meeting and Voting
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
ABOUT THIS PROXY STATEMENT
For the 2025 Annual General Meeting of Shareholders to be held on June 3, 2025
This proxy statement is provided in connection with RBI soliciting proxies for use at the Meeting of the shareholders of RBI to be held in person on June 3, 2025 at 8:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting.
We expect to mail an Important Notice Regarding Internet Availability of Proxy Materials for the 2025 Annual General Meeting of Shareholders (the “Notice”) on or about April 23, 2025. The proxy materials are available at www.envisionreports.com/RBI2025.
Registered shareholders and duly appointed proxyholders can attend the meeting at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1.
After the Meeting, we will post answers to all properly submitted questions on our investor relations website (www.rbi.com) along with a recording of the Meeting.
A summary of the information shareholders will need to attend and vote at the Meeting is provided below.
HYBRID MEETING FORMAT
We are conducting a hybrid shareholder meeting, allowing participation both online and in person. Registered shareholders and duly appointed proxyholders can attend the meeting in person at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1 or online at https://meetings.lumiconnect.com/400-647-796-263 where they can participate, vote, or submit questions during the meeting’s live webcast. Non-registered (beneficial) shareholders and holders of partnership units who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questions at the Meeting.
After the Meeting, we will post answers to all properly submitted questions on our investor relations website (www.rbi.com) along with a recording of the Meeting webcast.
A summary of the information shareholders will need to attend and vote at the Meeting is provided below.
GENERAL VOTING INFORMATION
Who may vote at the Meeting?
There are two classes of voting shares eligible to vote at the Meeting:
| › | our common shares; and |
| › | our special voting share. |
You may vote if you were the record holder or beneficial owner of shares of either of these two classes as of the close of business on April 8, 2025 (the “Record Date”).
If you are a record holder or beneficial owner of Partnership exchangeable units as of the close of business on the Record Date, you are entitled to vote indirectly through the special voting share which is held by Computershare Trust Company of Canada (the “Trustee”, “Computershare” or the “Transfer Agent”), pursuant to a voting trust agreement, dated December 12, 2014, among RBI, Partnership and the Trustee (the “voting trust agreement”). See “—What are my voting rights if I hold Partnership exchangeable units” for more information about the voting rights associated with Partnership exchangeable units. Holders of common shares vote together as a single class with the holder of the special voting share, except as otherwise provided by law.
|
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Questions and Answers About the Meeting and Voting
How many votes are eligible to be cast at the Meeting?
A total of 327,643,161 votes are eligible to be cast at the Meeting. As of the close of business on the Record Date, we had outstanding 126,983,115 common shares and one special voting share. The Trustee, as holder of the special voting share, may vote up to the number of Partnership exchangeable units outstanding (and not held by RBI and its subsidiaries) as of the close of business on the Record Date, or 454,626,276 votes.
What are my voting rights if I hold common shares?
Each common share is entitled to one vote.
What are my voting rights if I hold Partnership exchangeable units?
If you are a record holder of Partnership exchangeable units, you may vote indirectly by sending voting instructions to the Trustee who holds the special voting share and may vote the number of Partnership exchangeable units outstanding as of the close of business on the Record Date for which it has received voting instructions from the holders thereof in accordance with those instructions. If the Trustee does not receive such instructions, those voting rights will not be exercised. However, a record holder of Partnership exchangeable units may obtain a proxy from the Trustee entitling the holder or its designee to attend and vote at the Meeting, as described below. A record holder of Partnership exchangeable units is entitled to give voting instructions to the Trustee (or obtain a proxy, as applicable) for a number of votes equal to the number of Partnership exchangeable units that the holder held as of the close of business on the Record Date. See “— Attending the Meeting” below for instructions on attending and voting at the Meeting and the attached Appendix A for further details as to the voting rights associated with the Partnership exchangeable units.
How many votes must be present to hold the Meeting?
Two persons holding or representing by proxy at least a majority of the votes eligible to be cast at the Meeting, or 227,313,139 votes, will constitute a quorum. Common shares and the special voting share represented in person at the Meeting or by proxy, including such shares which withhold or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present. If we do not have a quorum, we will adjourn the Meeting and reconvene the Meeting at a later date. At any such reconvened Meeting, two persons holding or representing by proxy at least twenty-five percent of the votes eligible to be cast at the Meeting will constitute a quorum.
What is the difference between a shareholder of record and a beneficial owner?
If your common shares are registered directly in your name with the Transfer Agent, you are considered a “registered shareholder” and the “shareholder of record” with respect to those shares. If your shares are held by a brokerage firm, bank, trustee, or other intermediary, you are considered the “beneficial owner” of shares held in “street name”.
I am a shareholder of record of common shares – How do I vote?
If you are a shareholder of record of common shares as of the close of business on the Record Date, you may vote in person or online at the Meeting (as described below) or you may vote by proxy prior to the Meeting. There are three ways to vote prior to the Meeting:
| 1. | Internet Voting: You may vote by logging on to www.envisionreports.com/RBI2025 and clicking on Cast your Vote. If you requested proxy materials by mail, you may also vote by utilizing the website noted on the proxy card. Please follow the website prompts that allow you to vote your shares and confirm that your instructions have been properly recorded. |
| 2. | Telephone Voting: You may vote by calling the toll-free telephone number 1-866-732-8683. You will be prompted to provide your control number printed on the Notice or proxy card. You may not appoint a person as proxy holder other than the management nominees named in the Notice or proxy card if you vote by telephone. Please follow the voice prompts that allow you to vote your shares and confirm that your instructions have been properly recorded. |
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| 3. | Return Your Proxy Card by Mail: If you requested proxy materials by mail, you may vote by completing, signing, and returning the proxy card in the postage-paid envelope provided with the proxy materials. The proxy holders will vote your shares according to your directions. |
Proxies, whether submitted through the Internet or by telephone or mail as described above, must be received by 8:00 a.m. (Eastern Time) on June 2, 2024. If the Meeting is adjourned or postponed, your proxy must be received by 8:00 a.m. (Eastern Time) on the last business day before the day of the reconvened Meeting.
What if I hold my common shares in “street name”?
Holders in “street name”, or beneficial owners, of common shares, will receive a Notice indirectly through such holders’ brokers or other intermediaries. The Notice contains instructions on how to access our proxy materials and vote online. You should follow the voting instructions of your broker or other intermediary. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out above. You should contact your broker or intermediary for further details.
I am a holder of record of Partnership exchangeable units – How do I vote?
If you are a record holder of Partnership exchangeable units on the Record Date, you are entitled to instruct the Trustee as to the exercise of the voting rights attached to the special voting share for each Partnership exchangeable unit that you owned of record as of the Record Date.
You may instruct the Trustee as to the exercise of your votes by following the instructions in the Notice or by logging on to www.envisionreports.com/RBI2025 and clicking on “Cast your Vote”. Please follow the website prompts that allow you to exercise your votes and confirm that your instructions have been properly recorded.
Alternatively, if you have requested the proxy materials by mail, you may direct the Trustee as to the exercise of your votes by completing, signing, and returning the voting instruction form (the “voting instruction”) in the postage-paid envelope provided with the voting materials.
You may also instruct the Trustee to give a proxy to a designee of your selection (which may be you, if you intend on attending the Meeting as described below) to either exercise those votes in accordance with your instructions or to attend the Meeting and exercise those votes, as proxy of the Trustee.
The Trustee must receive your voting instruction, including any proxy request in that instruction, by 8:00 a.m. (Eastern Time) on June 2, 2025. A voting instruction received after this time will not be binding on the Trustee. If the Meeting is adjourned or postponed, your voting instruction must be received by 8:00 a.m. (Eastern Time) on the last business day before the day of the reconvened Meeting. Further details on how to instruct the Trustee to vote, or to obtain a proxy from the Trustee, are included in the voting instruction.
What if I hold my Partnership exchangeable units in “street name”?
Holders in “street name”, or beneficial owners, of Partnership exchangeable units, will receive a Notice indirectly through such holders’ brokers or other intermediaries. The Notice contains instructions on how to access our proxy materials online and how to vote. You should follow the voting instructions of your broker or other intermediary. If you provide specific voting instructions by mail, or the Internet, your broker or nominee will instruct the Trustee as you have directed. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out above. You should contact your broker or intermediary for further details.
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What am I voting on and how does the Board recommend that I vote?
You will be voting on the following proposals at the Meeting. The Company has withdrawn Proposal 7. Therefore, Proposal 7 will not be presented or voted upon at the Annual Meeting, nor will any votes cast in regard to Proposal 7 be tabulated or reported. Our Board’s recommendation for each of these proposals is set forth below:
| Voting Item | Board Recommendation | |
| Item 1. Election of ten directors specifically named in this proxy statement, each to serve until the close of the 2026 Annual Meeting or until his or her successor is elected or appointed. |
FOR each director nominee | |
| Item 2. Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (the “say-on-pay vote”). |
FOR | |
| Item 3. Appoint KPMG as our auditors to serve until the close of the 2026 Annual Meeting and authorize our directors to fix the auditors’ remuneration. |
FOR | |
| Item 4-7. Shareholder Proposals, if properly presented at the Meeting. |
AGAINST | |
We will also consider any other business properly brought before the Meeting.
What vote is required to approve each proposal?
Holders of common shares and the special voting share will vote together as a single class for each proposal.
| Proposal |
Vote required to approve the proposal | |
| Election of directors | Majority of the votes cast. | |
| Say-on-pay vote | This is a non-binding advisory vote. Our Board will consider our executive compensation to have been approved if the proposal receives more votes cast “for” than “against”. | |
| Appointment of KPMG as our auditors and authorization to fix the auditors’ remuneration | Majority of the votes cast. | |
| Shareholder proposals | These are non-binding shareholder proposals. Our Board will consider these proposals to have been approved if the proposal receives more votes cast “for” than “against”. | |
What is the effect of the say-on-pay advisory vote on Proposal 2?
Although the advisory say-on-pay vote on Proposal 2 is non-binding, our Board of Directors and the Compensation Committee will review the results of the vote and take them into account in making decisions concerning executive compensation.
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What are my voting options with respect to each of the proposals?
| Proposal |
Voting Options |
Impact of Vote | ||
| Proposal 1 |
For each nominee, you may vote “For” or “Against” or “Abstain”. | “For” and “Against” votes will be cast accordingly. | ||
| Proposal 2 |
For this proposal, you may vote “For”, “Against” or “Withhold” your vote. | “For” and “Against” votes will be cast accordingly.
If you select “Withhold”, your vote will not be counted as a vote cast on this proposal. | ||
| Proposal 3 |
For this proposal, you may vote “For” the appointment of the proposed auditors or “Withhold” your vote. | “For” votes will be cast accordingly.
If you select “Withhold”, your vote will not be counted as a vote cast on this proposal. | ||
| Proposals 4-7 |
For this proposal, you may vote “For”, “Against” or “Withhold” your vote. | “For” and “Against” votes will be cast accordingly.
If you select “Withhold”, your vote will not be counted as a vote cast on this proposal. | ||
Your “Withhold” vote for Proposals 2 - 7 will be the equivalent of an abstention and will not impact whether any of such proposals is approved. “Withhold” votes and abstentions will be counted for purposes of determining a quorum.
Will my securities be voted if I do not return my proxy or provide my voting instruction?
No. If you are a holder of record and do not attend and vote your common shares at the Meeting or vote by proxy, your shares will not be voted. If you are the holder of record of Partnership exchangeable units and do not provide your voting instructions to the Trustee, the Trustee will not exercise the voting rights in respect of your Partnership exchangeable units. However, a record holder of Partnership exchangeable units may instruct the Trustee to give a proxy to the holder or its designee entitling the holder or that designee to attend and vote at the Meeting so long as the holder takes the additional step to register the proxyholder with Computershare to attend online. See “Can I vote online at the Meeting?”.
If you are a beneficial owner of common shares and do not provide specific voting instructions in a timely fashion to your broker or other nominee that holds your shares, such broker or nominee will be able to vote your shares with respect to Proposal 3 regarding the ratification of the auditors but will not be authorized to vote your shares on any other matters. Therefore, failure to provide your broker or other nominee with specific voting instructions in a timely fashion will result in “broker non-votes” with respect to Proposal Nos. 1, 2 and 4-7.
What if I provide my proxy or give my voting instruction without making any selections or if I vote or provide voting instructions on only some, but not all, of the proposals?
If your proxy or voting instruction does not mark selections or marks some but not all proposals, then:
| › | Shareholders of Record – Common Shares. Your shares will be voted by the persons named in the proxy (the “proxy holders”) in accordance with (i) your instructions, if any, and (ii) the recommendations of the Board of Directors as set forth in this proxy statement for any proposals for which you did not vote. |
| › | Beneficial Owners – Common Shares. As required under the Canada Business Corporations Act (“CBCA”), your vote will be counted for purposes of determining a quorum and for the proposal(s) on which you voted but will be considered a “broker non-vote” with respect to the proposal(s) on which you did not vote. These broker non-votes will have no impact on any proposal, as the standard for each of our proposals is based on “votes cast.” |
| › | Holders of Record and Beneficial Owners – Partnership Exchangeable Units. The votes in respect of your Partnership exchangeable units will be counted for purposes of determining a quorum and for the proposal(s) |
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| for which you provided instructions but will not be considered a “vote cast” with respect to the proposal(s) for which you did not provide instructions. These non-votes will have no impact on any proposal, as the standard for each of the proposals is based on “votes cast.” |
What if other matters are presented for consideration at the Meeting?
As of the date of this proxy statement, our management is not aware of any matters that will be presented for consideration at the Meeting other than those matters identified in the Notice of Meeting, nor does our management know of any amendments or variations of any of the matters identified in the Notice of Meeting. However, if any other matters properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting, or if any of the matters identified in the Notice of Meeting are amended or varied, and such new matter, amendment or variation calls for a vote of shareholders, validly completed proxies (including any proxies given at the instruction of a holder of Partnership exchangeable units) will be voted in respect of such new matter, amendment or variation in accordance with the judgment of the proxy holders pursuant to the discretionary authority conferred upon them by the enclosed form of proxy or voting instruction, as applicable.
Can I vote online or in person at the Meeting?
Common shares that are registered directly in your name may be voted online or in person at the Meeting. In addition, you have the right to appoint some other person of your choice, who need not be a shareholder, to attend and act on your behalf at the Meeting, either online or in person. To do so, insert the name of your chosen proxy in the space provided on the form of proxy. If you hold common shares in street name and you wish to vote those shares online at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds your shares to obtain the necessary proxy. After obtaining a proxy, you must register the proxyholder with Computershare for the proxyholder to attend the Meeting online or in person and vote. See “Attending the Virtual Meeting”.
If you are a holder of record of Partnership exchangeable units, you may obtain from the Trustee a proxy that will entitle you (or another person designated by you) to attend the Meeting and personally exercise (as proxy of the Trustee) the votes attached to the special voting share that you would otherwise be entitled to instruct the Trustee to vote. If you hold Partnership exchangeable units in street name and you wish to vote those units at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds those units and follow their instructions to obtain the necessary proxy. After obtaining a proxy, in order for the proxyholder to attend the Meeting online and vote you must register the proxyholder with Computershare. See “Attending the Virtual Meeting” below.
Can I change my mind after I deliver my proxy or submit my voting instruction?
Yes. If you are a shareholder of record of common shares, you may change your vote or revoke your proxy by:
| › | submitting a new proxy by telephone or via the Internet after the date of the earlier voted proxy at any time up to 8:00 a.m. (Eastern Time) on June 2, 2025, or by 8:00 a.m. on the last business day before the day of the Meeting if the Meeting is adjourned or postponed; |
| › | delivering new written instructions to us at 5707 Blue Lagoon Drive, Miami Florida 33126, Attention: Corporate Secretary, or to our Transfer Agent at its address specified below, in each case at any time up to 8:00 a.m. (Eastern Time) on June 2, 2025, or by 8:00 a.m. on the last business day before the day of the Meeting if the Meeting is adjourned or postponed; or |
| › | any other means permitted by law. |
Any written instructions must be executed by the shareholder or the shareholder’s authorized attorney or, if the shareholder is a corporation, under its corporate seal or by a duly authorized officer.
If you hold your common shares in street name, and wish to change your vote or proxy nominee, you should consult your broker or nominee with respect to submitting new voting instructions. Intermediaries may set
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deadlines for the receipt of revocation notices that are further in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form.
If you are a holder of record of Partnership exchangeable units, you may revoke or amend your voting instruction by:
| › | submitting a new voting instruction via the Internet after the date of your earlier submitted voting instruction at any time up to 8:00 a.m. (Eastern Time) on June 2, 2025, or by 8:00 a.m. on the last business day before the day of the Meeting if the Meeting is adjourned or postponed; or |
| › | delivering new written instructions to the Trustee at its address specified below at any time up to 8:00 a.m. (Eastern Time) on June 2, 2025, or by 8:00 a.m. on the last business day before the day of the Meeting if the meeting is adjourned or postponed. |
If you hold your Partnership exchangeable units in street name, you should consult your broker or nominee with respect to revoking or amending your prior voting instructions.
If you log in to the Meeting online using your Control Number and accept the terms and conditions, you will be revoking any and all previously submitted proxies and will be provided the opportunity to vote online by ballot. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you will be able to attend the Meeting as a guest. See “Attending the Virtual Meeting” below.
What does it mean if I receive more than one Notice or proxy card?
If you receive more than one Notice or proxy card it means that you have multiple accounts with brokers or other nominees or with the Transfer Agent, through which you hold common shares or Partnership exchangeable units. Please vote or provide voting instructions for all of the common shares or Partnership exchangeable units you own. We encourage you to register all of these securities in the same name and address. You may do this by contacting your broker or other nominee or the Transfer Agent. The Transfer Agent may be reached through the following methods:
| By Mail:
Computershare Trust Company of Canada 100 University Ave, 8th Floor Toronto, Ontario, M5J 2Y1 |
By Telephone:
(800) 564-6253 (toll free North America) (514) 982-7555 (international direct dial) | |
| By Email: service@computershare.com |
By Internet: www.computershare.com/service | |
ATTENDING THE MEETING
How can I attend and vote at the Meeting?
Registered shareholders and duly appointed proxyholders, including non-registered shareholders and holders of Partnership exchangeable units who have duly appointed themselves as proxyholder, can attend the Meeting in person at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1 (see “What do I need to bring to attend the Meeting in person?” below) or online at https://meetings.lumiconnect.com/400-647-796-263.
| • | Registered shareholders and duly appointed proxyholders can participate in the Meeting online by clicking “I have a login” and entering a Username and Password before the start of the meeting. |
| • | Registered shareholders — The 15-digit control number located on the form of proxy, the notice or in the email notification you received is the Username. The Password to the Meeting is “RBI2025”. |
| • | Duly appointed proxyholders – Computershare will provide the proxyholder with a Username after the voting deadline has passed. The Password to the Meeting is “RBI2025”. |
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| • | Voting at the Meeting will only be available for Registered shareholders and duly appointed proxyholders. Beneficial shareholders and holders of Partnership exchangeable units who have not appointed themselves proxyholder may attend the Meeting online as a guest by clicking “I am a guest” and completing the online form. |
Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting online. To register a proxyholder, shareholders MUST visit http://www.computershare.com/RBI for common shareholders and http://www.computershare.com/RBILP for holders of Partnership exchangeable units by 8:00 a.m. on June 2, 2025 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email.
It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.
In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username.
You should allow ample time to check-in to the Meeting online. Online check-in will begin one hour prior to the Meeting on June 3, 2025, at 7:00 a.m. (Eastern time). The Meeting will begin promptly at 8:00 a.m. (Eastern time) on June 3, 2025, unless otherwise adjourned or postponed. You should allow ample time for the online check-in procedures. For any technical difficulties experienced during the check-in process or during the Meeting, please click the support button provided on the website. For best results attendees should use the latest version of their internet browser.
How can I appoint a third party as my proxyholder?
| • | Registered shareholders who wish to appoint someone other than the named management proxyholders as their proxyholder to attend the Meeting as their proxy and vote their shares MUST submit their form of proxy appointing that person as proxyholder, AND, to attend the meeting online, register that proxyholder online, as described below. Registering your proxyholder is an additional step that must be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register your proxyholder will result in the proxyholder not receiving a Username, which is used as their online sign-in credentials and is required for them to vote online at the Meeting. If a third party is attending the Meeting in person, you DO NOT need to register their appointment as your proxyholder. |
| • | Step 1 – Submit your form of proxy: To appoint someone as proxyholder other than the management proxyholders, insert that person’s name in the blank space provided in the form of proxy and follow the instructions for submitting such form of proxy. This must be completed before registering the proxyholder, which is an additional step to be completed once you have submitted your form of proxy that is necessary for the proxyholder to participate online. |
| • | Step 2 – Register your proxyholder: To register a third-party proxyholder, registered shareholders must visit http://www.computershare.com/RBI by 8:00 a.m. (Eastern Time) on June 2, 2025 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to vote or ask questions at the online Meeting. They will only be able to attend the Meeting online as a guest or attend the Meeting in person. |
| • | Registered holders of Partnership exchangeable units may obtain from the Trustee a proxy that will entitle you (or another person designated by you) to attend the Meeting, either virtually or in person, and personally exercise (as proxy of the Trustee) the votes attached to the special voting shares that you (as |
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| registered holder of Partnership exchangeable units) would otherwise be entitled to instruct the Trustee to vote on your behalf. To attend online, once a proxy is obtained from the Trustee, a registered holder of Partnership exchangeable units must then submit their completed form of proxy as instructed AND register any appointed proxyholder online. Registering your proxyholder is an additional step that must be completed AFTER you have submitted your proxy to the Trustee. Failure to register your proxyholder will result in the proxyholder not receiving a Username, which is used as their online sign-in credentials and is required for them to vote at the online Meeting. If the proxyholder is attending the Meeting in person, you DO NOT need to register the appointment. |
| • | Step 1 – Submit your voting instruction form: To appoint someone (including yourself or a third-party) as proxyholder other than the management proxyholders, insert that person’s name in the blank space provided in the voting instruction form provided by the Trustee and then follow the instructions for submitting such voting instruction form. This must be completed before registering the proxyholder, which is an additional step to be completed once you have submitted your voting instruction form. |
| • | Step 2 – Register your proxyholder: To register a proxyholder, registered holders of Partnership exchangeable units must visit http://www.computershare.com/RBILP by 8:00 a.m. (Eastern Time) on June 2, 2025 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to vote or ask questions at the Meeting. They will only be able to attend the Meeting online as a guest or attend in person. |
Holders of common shares or Partnership exchangeable units in street name who wish to vote those securities in person or online at the Meeting (or have another person attend and vote on your behalf), must first obtain a valid legal proxy from your broker, bank or other nominee and then register in advance to attend the Meeting. Follow the instructions from your broker, bank or other nominee included with these proxy materials or contact your broker, bank, or other nominee. To then register to attend and vote at the Meeting, you must submit a copy of your legal proxy to Computershare.
Requests for registration should be directed by email to uslegalproxy@computershare.com or to:
Computershare
100 University Avenue
8th Floor
Toronto, Ontario M5J 2Y1.
Requests for registration must be labeled as “Legal Proxy” and be received by Computershare no later than the voting deadline of 8:00 a.m. (Eastern Time) on June 2, 2025 or, if the Meeting is adjourned or postponed, by 8:00 a.m. (Eastern Time) on the last business day before the day of the reconvened Meeting. While the Chair of the Meeting has the discretion to accept proxies received after such deadline (or waive or extend the deadline), the Chair will not be able to extend or waive the proxy cut-off time for shareholders wishing to appoint another person to represent them at the Meeting virtually, including in respect of beneficial shareholders or holders of Partnership exchangeable units who wish to appoint themselves as proxyholder
What do I need to bring to attend the Meeting in person?
If you are a record holder or beneficial owner of common shares you will need to provide the following documents to attend the meeting in person:
| › | You will need a valid picture identification. |
| › | You will need proof of ownership of common shares. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership. |
| › | If you are a registered holder of common shares, your Notice or proxy card will be your admission ticket. |
| › | If your common shares are held in the name of a bank, broker or other shareholder of record and you have obtained a legal proxy from the registered shareholder giving you the right to attend and vote at the Meeting, you will need the proxy to be admitted to the Meeting. |
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If you are a registered holder or beneficial owner of Partnership exchangeable units you will need to provide the following documents to attend the meeting in person:
| › | You will need a valid picture identification. |
| › | If you have obtained a legal proxy from the Trustee giving you the right to attend and vote at the Meeting, you will need proof of ownership to be admitted to the Meeting. You should follow the instructions provided by the Trustee to obtain such proof of ownership. |
IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND PROOF THAT YOU OWN COMMON SHARES OR PARTNERSHIP EXCHANGEABLE UNITS OR ARE A LEGAL PROXYHOLDER, YOU MAY NOT BE ADMITTED INTO THE IN PERSON MEETING.
MORE INFORMATION
Where can I find voting results of the Meeting?
In accordance with TSX rules, following the Meeting we will promptly issue a press release disclosing the detailed voting results for the election of each director. In addition, promptly following the Meeting, but not more than four business days thereafter, we will announce the results for the proposals voted upon at the Meeting and publish final detailed voting results for each matter voted upon in a report filed on www.sedarplus.ca and in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”).
I am a holder of Partnership exchangeable units. Why am I receiving proxy solicitation materials that relate solely to RBI?
RBI is the sole general partner of Partnership and manages all of Partnership’s operations and activities in accordance with the partnership agreement of Partnership. The Partnership exchangeable units are intended to provide voting rights with respect to RBI that are equivalent to the corresponding rights afforded to holders of common shares. In addition to making provision for these voting rights, the voting trust agreement requires that each record holder of Partnership exchangeable units be provided a copy of the notice of each meeting at which the holders of common shares are entitled to vote. Except as otherwise required by the partnership agreement, voting trust agreement or applicable law, the holders of the Partnership exchangeable units are not directly entitled to receive notice of or to attend any meeting of the unitholders of Partnership or to vote at any such meeting. Accordingly, you will not receive notice of, or an information circular or proxy in respect of, an annual meeting of Partnership.
For more information, a summary of certain terms of the Partnership exchangeable units, including further details as to the voting rights associated with the Partnership exchangeable units, is included in Appendix A to this proxy statement.
Who should I contact with other questions?
If you have additional questions about this proxy statement or the Meeting, please contact Investor Relations by e-mail at investor@rbi.com.
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OTHER MATTERS
Shareholder Proposals for the 2026 Annual Meeting
RBI is subject to both the rules of the SEC under the Exchange Act and the provisions of the CBCA with respect to shareholder proposals. As indicated under the CBCA and in the rules of the SEC under the Exchange Act, simply submitting a shareholder proposal does not guarantee its inclusion in the proxy statement as compliance with applicable law is a prerequisite for inclusion.
A shareholder proposal submitted pursuant to the rules of the SEC under the Exchange Act for inclusion in the proxy statement distributed to shareholders prior to the 2026 Annual Meeting (other than in respect of the nomination of directors) must be received by us no later than December 24, 2025 and must comply with the requirements of Rule 14a-8 of the Exchange Act.
The CBCA permits certain eligible shareholders to submit shareholder proposals (including proposals in respect of director nominations) to RBI, which proposals may be included in RBI’s proxy materials. To be considered for inclusion in the proxy materials for the 2026 Annual Meeting, any such shareholder proposal under the CBCA must be received by us no earlier than January 2, 2026 and no later than March 3, 2026. Upon receipt of a proposal in compliance with the requirements of the CBCA and which has not been refused by RBI in accordance with the CBCA, RBI will set out such proposal in the proxy statement distributed to shareholders prior to the 2026 Annual Meeting.
Written requests for inclusion of a shareholder proposal pursuant to the rules of the SEC under the Exchange Act or pursuant to the CBCA should be addressed to: Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126. The proposal should be sent to the attention of the Corporate Secretary.
Nominations for directors not made in accordance with the shareholder proposal requirements of the CBCA will be considered by RBI’s NCG Committee in accordance with the requirements of our by-laws. In accordance with our by-laws, shareholder nominations for candidates for election as directors must be delivered to the Corporate Secretary no earlier than February 3, 2026 and no later than March 5, 2026, provided that in the event that the 2026 Annual Meeting is held on a date that is not within 30 days before or after the first anniversary of the date of the Meeting, notice must be delivered to the Corporate Secretary not later than the tenth day following the day on which the first public announcement of the date of the 2026 Annual Meeting is made.
A notice providing a director nomination must include, among other things, (i) the name, age, business and residential address, principal occupation or employment, and country of residence of the person who the shareholder proposes to nominate, as well as the class or series and number of shares in our capital that person owns of record or beneficially or that person controls or directs and any other information regarding the nominee required to be disclosed in a proxy statement pursuant to applicable securities laws, and (ii) full particulars regarding any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which the nominating shareholder has a right to vote or direct the voting of any shares of RBI and any other information regarding the nominating shareholder required to be disclosed in a proxy statement pursuant to applicable securities laws. Shareholders should refer to Section 9 of our by-laws for more details relating to the requirements for such notice. In addition, to be included on RBI’s universal proxy card in connection with the 2026 Annual Meeting, the notice must also include the information required by the Rule 14a-19(b)(2) and Rule 14a-19(b)(3).
Shareholders wishing to put forward a proposal or nominate a director for election should carefully review the relevant provisions of the Exchange Act, the CBCA, and our by-laws. The chair of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures.
List of Shareholders Entitled to Vote at the Meeting
The names of holders of record entitled to vote at the Meeting will be available at our corporate office prior to the Meeting.
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Other Matters
Expenses Relating to this Proxy Solicitation
We will bear the cost of preparing, assembling, and delivering the proxy material and of reimbursing brokers, nominees, fiduciaries, and other custodians for out-of-pocket and clerical expenses of transmitting copies of the proxy material to the beneficial owners of our common shares and partnership units. We expect to solicit proxies by mail. We have retained Alliance Advisors, LLC for certain advisory and solicitation services at a fee of approximately $35,000. Proxies may also be solicited personally, by telephone, e-mail, Internet, facsimile, or other means of communication by officers, employees, and agents of RBI, with RBI bearing the cost of solicitation.
Available Information
We maintain an internet website at www.rbi.com. Copies of the committee charters of each of the Audit Committee, Compensation Committee, NCG Committee, and Conflicts Committee, together with certain other corporate governance materials, including our Code of Business Ethics and Conduct for Non-Restaurant Employees, Code of Ethics for Executive Officers and Code of Conduct for Directors, can be found under the “Investors—Corporate Governance” section of our website at www.rbi.com, and such information is also available in print to any shareholder who requests it through our Corporate Secretary at the address below. Our internet website and information contained therein or incorporated therein is not intended to be incorporated in this proxy statement.
We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our annual report as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. Copies of these documents and this proxy statement may be obtained on SEDAR+ at www.sedarplus.ca or free of charge, through the “Investors—Investor Information” section of our website at www.rbi.com. A request for such copies should be directed to Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126, Attention: Corporate Secretary. A copy of any exhibit to the 2024 Form 10-K will be forwarded following receipt of a written request with respect thereto addressed to the Corporate Secretary. Financial information relating to RBI is included in the Audited Consolidated Financial Statements for the fiscal year ended December 31, 2024, and the Management’s Discussion & Analysis related thereto contained in RBI’s Annual Report on Form 10-K for the year ended December 31, 2024. Additional information relating to RBI may be found under RBI’s profile on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov.
We are using notice-and-access to deliver our report prepared pursuant to the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) for the financial year ended December 31, 2024 to both our registered and non-registered shareholders. Shareholders may view the report online on our website at www.rbi.com/sustainability. Shareholders may request a paper copy of such report be sent to them by postal delivery at no cost to them. Requests may be made up to one year from April 23, 2025 by sending an email to investor@rbi.com.
U.S. Householding
Some brokers, banks or other intermediaries may be participating in the practice of “householding” our proxy materials. This means that only one copy of the proxy statement and the annual report or the Notice, as applicable, may have been sent to multiple shareholders in the same household. We will promptly deliver separate copies, or one copy (if you currently receive separate copies), of either the proxy materials or the Notice, as applicable, to you if you request them. You can notify us by sending a written request to Restaurant Brands International Inc., 5707 Blue Lagoon Drive, Miami, Florida 33126, or by contacting our Transfer Agent at (800) 564-6253 (toll free North America) or (514) 982-7555 (international direct dial).
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Approval by Directors
The contents of this proxy statement and the delivery thereof to the shareholders have been approved by the Board of RBI.
| By Order of the Board of Directors
Jill Granat General Counsel & Corporate Secretary April 23, 2025 |
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Appendix A
APPENDIX A
SUMMARY OF TERMS OF THE SECURITIES OF RBI AND PARTNERSHIP
As discussed above, each of RBI and Restaurant Brands International Limited Partnership (“Partnership”) is a reporting issuer in each of the provinces and territories of Canada and, as a result, is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. Partnership has received exemptive relief dated October 31, 2014 from the Canadian securities regulators. This exemptive relief exempts Partnership from the continuous disclosure requirements of National Instrument 51-102 – Continuous Disclosure Obligations, effectively allowing Partnership to satisfy its Canadian continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by RBI, for so long as certain conditions are satisfied. Among these conditions is a requirement that Partnership concurrently send to all holders of the Partnership exchangeable units all disclosure materials that RBI sends to its shareholders and a requirement that Partnership separately report all material changes in respect of Partnership that are not also material changes in respect of RBI. This exemptive relief is also conditioned upon RBI including certain disclosures in its proxy solicitation materials. These disclosures are included throughout this proxy statement, including in this Appendix A.
The following summary addresses certain disclosure conditions to the exemptive relief that the Partnership received from the Canadian securities regulatory authorities. This summary is not complete and is qualified in its entirety by the complete text of the Amended and Restated Limited Partnership Agreement, dated December 11, 2014, between RBI, 8997896 Canada Inc. and each person who is admitted as a Limited Partner in accordance with the terms of the agreement (the “partnership agreement”), the Voting Trust Agreement (the “voting trust agreement”), dated December 12, 2014, between RBI, the Partnership and Computershare Trust Company of Canada (the “trustee”), and RBI’s Articles of Incorporation, as amended, copies of which are available on SEDAR+ at www.sedarplus.ca and at www.sec.gov.
RBI hereby gives notice to all limited partners of the partnership that its address for the purpose of service is 130 King Street West, Suite 300, Toronto, Ontario, Canada M5X 1E1.
The Partnership
Management: The General Partner
RBI is the sole general partner of Partnership (the “General Partner”) and manages all of Partnership’s operations and activities in accordance with the partnership agreement. Subject to the terms of the partnership agreement and the Ontario Limited Partnerships Act, the General Partner has the full and exclusive right, power, and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership. The partnership agreement provides that, where the General Partner is granted discretion under the partnership agreement in managing Partnership’s operations and activities, the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of, or factors affecting, Partnership, and will not be subject to any other standards imposed by the partnership agreement, any other agreement, the Ontario Limited Partnerships Act or any other law. Despite the foregoing, the General Partner will only be able to take certain actions (as set forth in the partnership agreement) if the same are approved, consented to, or directed by the Conflicts Committee.
Capital Structure of Partnership
The capital of Partnership consists of three classes of units: the common units, the preferred units, and the Partnership exchangeable units. The interest of General Partner is represented by common units and preferred units. The interests of the limited partners are represented by the Partnership exchangeable units.
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Appendix A
The Partnership Exchangeable Units
Summary of Economic and Voting Rights
The Partnership exchangeable units are intended to provide economic rights that are substantially equivalent, and voting rights with respect to RBI that are equivalent, to the corresponding rights afforded to holders of our common shares. Under the terms of the partnership agreement, the rights, privileges, restrictions, and conditions attaching to the Partnership exchangeable units include the following:
| › | The Partnership exchangeable units are exchangeable at any time, at the option of the holder (the “exchange right”), on a one-for-one basis for common shares of RBI (the “exchanged shares”), subject to our right as the general partner (subject to the approval of the Conflicts Committee in certain circumstances) to determine to settle any such exchange for a cash payment in lieu of our common shares. If we elect to make a cash payment in lieu of issuing common shares, the amount of the cash payment will be the weighted average trading price of the common shares on the NYSE for the 20 consecutive trading days ending on the last business day prior to the exchange date (the “exchangeable units cash amount”). Written notice of the determination of the form of consideration shall be given to the holder of the Partnership exchangeable units exercising the exchange right no later than ten business days prior to the exchange date. |
| › | If a dividend or distribution has been declared and is payable in respect of a RBI common share, Partnership will make a distribution in respect of each Partnership exchangeable unit in an amount equal to the dividend or distribution in respect of a common share. The record date and payment date for distributions on the Partnership exchangeable units will be the same as the relevant record date and payment date for the dividends or distributions on our common shares. |
| › | If we issue any common shares in the form of a dividend or distribution on the RBI common shares, Partnership will issue to each holder of Partnership exchangeable units, in respect of each exchangeable unit held by such holder, a number of Partnership exchangeable units equal to the number of common shares issued in respect of each common share. |
| › | If we issue or distribute rights, options, or warrants or other securities or assets of RBI to all or substantially all of the holders of our common shares, Partnership is required to make a corresponding distribution to holders of the Partnership exchangeable units. |
| › | No subdivision or combination of our outstanding common shares is permitted unless a corresponding subdivision or combination of Partnership exchangeable units is made. |
| › | We and our board of directors are prohibited from proposing or recommending an offer for our common shares or for the Partnership exchangeable units unless the holders of the Partnership exchangeable units and the holders of RBI common shares are entitled to participate to the same extent and on equitably equivalent basis. |
| › | Upon a dissolution and liquidation of Partnership, if Partnership exchangeable units remain outstanding and have not been exchanged for our common shares, then the distribution of the assets of Partnership between holders of our common shares and holders of Partnership exchangeable units will be made on a pro rata basis based on the numbers of common shares and Partnership exchangeable units outstanding. Assets distributable to holders of Partnership exchangeable units will be distributed directly to such holders. Assets distributable in respect of our common shares will be distributed to us. Prior to this pro rata distribution, Partnership is required to pay to us sufficient amounts to fund our expenses or other obligations (to the extent related to our role as the general partner or our business and affairs that are conducted through Partnership or its subsidiaries) to ensure that any property and cash distributed to us in respect of the RBI common shares will be available for distribution to holders of RBI common shares in an amount per share equal to distributions in respect of each Partnership exchangeable unit. The terms of the Partnership exchangeable units do not provide for an automatic exchange of Partnership exchangeable units into RBI common shares upon a dissolution or liquidation of Partnership or RBI. |
| › | Approval of holders of the Partnership exchangeable units is required for an action (such as an amendment to the Partnership agreement) that would affect the economic rights of an exchangeable unit relative to a RBI common share. |
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Appendix A
| › | The holders of Partnership exchangeable units are indirectly entitled to vote in respect of matters on which holders of our common shares are entitled to vote, including in respect of the election of our directors, through a special voting share of RBI. The special voting share is held by a trustee, entitling the trustee to that number of votes on matters on which holders of RBI common shares are entitled to vote equal to the number of Partnership exchangeable units outstanding. The trustee is required to cast such votes in accordance with voting instructions provided by holders of Partnership exchangeable units. The trustee will exercise each vote attached to the special voting share only as directed by the relevant holder of Partnership exchangeable units and, in the absence of instructions from a holder of an exchangeable unit as to voting, will not exercise those votes. Except as otherwise required by the partnership agreement, voting trust agreement or applicable law, the holders of the Partnership exchangeable units are not directly entitled to receive notice of or to attend any meeting of the unitholders of Partnership or to vote at any such meeting. |
A more detailed description of certain economic, voting, and other rights, privileges, restrictions, and conditions attaching to the Partnership exchangeable units follows below. For more details, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.
Voting Rights of Holders of Partnership Exchangeable Units and Statutory Rights with Respect to RBI
Voting Rights with Respect to RBI
Under the voting trust agreement, RBI has issued one special voting share to the trustee for the benefit of the holders of Partnership exchangeable units (other than RBI and its subsidiaries). The special voting share has the number of votes, which may be cast by the trustee at any meeting at which the holders of RBI common shares are entitled to vote or in respect of any written consent sought by RBI from holders of RBI common shares, equal to the then outstanding number of Partnership exchangeable units (other than Partnership exchangeable units held by RBI and its subsidiaries). Each holder of a Partnership exchangeable unit (other than RBI and its subsidiaries) on the record date for any meeting or shareholder consent at which holders of RBI common shares are entitled to vote is entitled to instruct the trustee to exercise the votes attached to the special voting share for each Partnership exchangeable unit held by the exchangeable unitholder. The trustee will exercise each vote attached to the special voting share only as directed by the relevant holder of Partnership exchangeable units and, in the absence of instructions from a holder of a Partnership exchangeable unit as to voting, will not exercise those votes. A holder of Partnership exchangeable units may, upon instructing the trustee, obtain a proxy from the trustee entitling such holder to vote directly at the meeting the votes attached to the special voting share to which the holder of Partnership exchangeable units is entitled.
Notwithstanding the foregoing, in the event that under applicable law any matter requires the approval of the holder of record or the special voting share, voting separately as a class, the trustee will, in respect of such vote, exercise all voting rights: (i) in favor of the relevant matter where the result of the vote of the RBI common shares and the special voting share, voting together as a single class on such matter, was the approval of such matter; and (ii) against the relevant matter where the result of such combined vote was against the relevant matter, provided that in the event of a vote on a proposal to amend the articles of RBI to: (x) effect an exchange, reclassification or cancellation of the special voting share, or (y) add, change or remove the rights, privileges, restrictions or conditions attached to the special voting share, in either case, where the special voting share is permitted or required by applicable law to vote separately as a single class, the trustee will exercise all voting rights for or against such proposed amendment based on whether it has been instructed to cast a majority of the votes for or against such proposed amendment.
The voting trust agreement provides that the trustee will mail or cause to be mailed (or otherwise communicate) to the holders of Partnership exchangeable units the notice of each meeting at which the holders of RBI common shares are entitled to vote, together with the related materials and a statement as to the manner in which the holder may instruct the trustee to exercise the votes attaching to the special voting share, on the same day as RBI mails (or otherwise communicates) the notice and materials to the holders of RBI common shares.
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Appendix A
Statutory Rights with Respect to RBI
Wherever and to the extent that the CBCA confers a prescribed statutory right on a holder of voting shares, RBI has agreed that the holders of Partnership exchangeable units (other than RBI and its subsidiaries) are entitled to the benefit of such statutory rights through the trustee, as the holder of record of the special voting share. The prescribed statutory rights set out in the voting trust agreement include rights provided for in sections 21, 103(5), 137, 138(4), 143, 144, 175, 211, 214, 229, 239 and 241 of the CBCA. Upon the written request of a holder of Partnership exchangeable units delivered to the trustee, provided that certain conditions are satisfied, RBI and the trustee will cooperate to facilitate the exercise of such statutory rights on behalf of such holder so entitled to instruct the trustee as to the exercise thereof, such exercise of the statutory right to be treated, to the maximum extent possible, on the basis that such holder was the registered owner of the RBI common shares receivable upon the exchange of the Partnership exchangeable units owned of record by such holder.
Offers for Units or Shares
The partnership agreement contains provisions to the effect that if a take-over bid is made for all of the outstanding Partnership exchangeable units and not less than 90% of the Partnership exchangeable units (other than units of Partnership held at the date of the take-over bid by or on behalf of the offeror or its associates or associates) are taken up and paid for by the offeror, the offeror will be entitled to acquire the Partnership exchangeable units held by unitholders who did not accept the offer on the terms offered by the offeror. The partnership agreement further provides that for so long as Partnership exchangeable units remain outstanding, (i) RBI will not propose or recommend a formal bid for RBI’s common shares, and no such bid will be effected with the consent or approval of RBI’s board of directors, unless holders of Partnership exchangeable units are entitled to participate in the bid to the same extent and on an equitably equivalent basis as the holders of RBI’s common shares, and (ii) RBI will not propose or recommend a formal bid for Partnership exchangeable units, and no such bid will be effected with the consent or approval of RBI’s board of directors, unless holders of RBI’s common shares are entitled to participate in the bid to the same extent and on an equitably equivalent basis as the holders of Partnership exchangeable units. Canadian securities regulatory authorities may intervene in the public interest (either on application by an interested party or by staff of a Canadian securities regulatory authority) to prevent an offer to holders of common shares of RBI or Partnership exchangeable units being made or completed where such offer is abusive of the holders of one of those security classes that are not subject to that offer.
Description of RBI Share Capital
The authorized share capital of RBI consists of (i) an unlimited number of RBI common shares, (ii) one special voting share, and (iii) 68,530,939 RBI preferred shares, each of which was redeemed for cancellation and may not be reissued. The following is a summary of the material rights, privileges, restrictions, and conditions that attach to RBI’s common shares and special voting share.
RBI Common Shares
Notice of Meeting and Voting Rights
Except as otherwise provided by law, the holders of RBI common shares are entitled to receive notice of and to attend all meetings of the shareholders of RBI and will vote together as a single class with the RBI preferred shares and the special voting share. The holders of RBI common shares are entitled to one vote per RBI common share.
Dividend and Liquidation Entitlements
The holders of RBI common shares are entitled to receive dividends, as and when declared by the board of directors of RBI, in such amounts and in such form as the board of directors of RBI may from time to time determine, subject to the preferential rights of the RBI preferred shares and any other shares ranking prior to the RBI common shares. All dividends declared on the RBI common shares will be declared and paid in equal amounts per share. No dividends will be declared or paid on the RBI common shares except as permitted by the terms of the RBI preferred shares.
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Appendix A
In the event of the dissolution, liquidation or winding-up of RBI, the holders of RBI common shares shall be entitled to receive the remaining property and assets of RBI after satisfaction of all liabilities and obligations to creditors of RBI, after satisfaction of the RBI preferred share liquidation preference and subject to the preferential rights of any other shares ranking prior to the RBI common shares.
Special Voting Share
Notice of Meeting and Voting Rights
Except as otherwise provided by law, the special voting share shall entitle the holder thereof to vote on all matters submitted to a vote of the holders of RBI common shares at any shareholders meeting of RBI and to exercise the right to consent to any matter for which the written consent of the holders of RBI common shares is sought, and will, with respect to any shareholders meeting or written consent, vote together as a single class with the RBI common shares. The holder of the special voting share shall not be entitled to vote separately as a class on a proposal to amend the articles of amendment of RBI to: (i) increase or decrease the maximum number of special voting shares that RBI is authorized to issue, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the special voting share; or (ii) create a new class of shares equal or superior to the special voting share. The holder of the special voting share shall be entitled to attend all shareholder meetings of RBI which the holders of RBI common shares are entitled to attend, and shall be entitled to receive copies of all notices and other materials sent by RBI to its holders of RBI common shares relating to such meetings and any consents sought from the holders of common shares.
The holder of the special voting share is entitled to that number of votes equal to the number of votes which would attach to the RBI common shares receivable by the holders of Partnership exchangeable units upon the exchange of all Partnership exchangeable units outstanding from time to time (other than the Partnership exchangeable units held by RBI and its subsidiaries), determined as of the record date for the determination of shareholders entitled to vote on the applicable matter or, if no record date is established, the date such vote is taken. See “The Partnership Exchangeable Units—Voting Rights of Holders of Partnership Exchangeable Units and Statutory Rights With Respect to RBI” above.
Dividend and Liquidation Entitlements
The holder of the special voting share is not entitled to receive dividends and has no entitlements with respect to the property or assets of RBI in the event of the dissolution, liquidation or winding-up of RBI.
Redemption Right
At such time as there are no Partnership exchangeable units outstanding, the special voting share shall automatically be redeemed and cancelled for $1 to be paid to the holder thereof.
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Appendix B
APPENDIX B
GAAP TO NON-GAAP RECONCILIATIONS
Below, we define non-GAAP financial measures, provide a reconciliation of each measure to the most directly comparable financial measure calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), and discuss the reasons why we believe this information is useful to management and may be useful to investors. These measures do not have standardized meanings under GAAP and may differ from similarly captioned measures of other companies in our industry. We believe that these non-GAAP measures are useful to investors in assessing our operating performance or liquidity. By disclosing these non-GAAP measures, we intend to provide investors with a consistent comparison of our operating results and trends for the periods presented.
Adjusted Operating Income (AOI) represents Income from Operations adjusted to exclude (i) franchise agreement and reacquired franchise right intangible asset amortization as a result of acquisition accounting, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net and, (iv) income/expenses from non-recurring projects and non-operating activities.
For the periods referenced in the following financial results, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expense incurred in connection with the Firehouse Acquisition consisting of professional fees, compensation-related expenses and integration costs (“FHS Transaction costs”), (ii) non-recurring fees and expenses incurred in connection with the Carrols Acquisition and the PLK China acquisition, consisting primarily of professional fees, compensation related expenses and integration costs (“RH Transaction costs”) and (iii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements as well as services related to significant tax reform legislation and regulations (“Corporate restructuring and advisory fees”). Management believes that these types of expenses are either not related to our underlying profitability drivers or not likely to re-occur in the foreseeable future and the varied timing, size and nature of these projects may cause volatility in our results unrelated to the performance or trends of our core business and operations. AOI is used by management to measure operating performance of the business, excluding these other specifically identified items. AOI, as defined above, also represents our measure of segment income for each of our operating segments.
Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstanding of RBI during the reporting period. Adjusted Net Income and Adjusted Diluted EPS are used by management to evaluate the operating performance of the business, excluding certain non-cash and other specifically identified items that management believes are not relevant to management’s assessment of operating performance.
Free Cash Flow is the total of Net cash provided by operating activities minus Payments for property and equipment. Free Cash Flow is a liquidity measure used by management as one factor in determining the amount of cash that is available for working capital needs or other uses of cash, however, it does not represent residual cash flows available for discretionary expenditures.
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Appendix B
Non-GAAP Reconciliations
Net Income to Income from Operations to Adjusted Operating Income
(in millions)
| 2020 | 2021 | 2022 | 2023 | 2024 | ||||||||||||||||
| Net income |
$ | 750 | $ | 1,253 | $ | 1,482 | $ | 1,718 | $ | 1,445 | ||||||||||
| Income tax (benefit) expense(5) |
66 | 110 | (117 | ) | (265 | ) | 364 | |||||||||||||
| Loss on early extinguishment of debt |
98 | 11 | — | 16 | 33 | |||||||||||||||
| Interest expense, net |
508 | 505 | 533 | 582 | 577 | |||||||||||||||
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| Income from operations |
$ | 1,422 | $ | 1,879 | $ | 1,898 | $ | 2,051 | $ | 2,419 | ||||||||||
| Franchise agreement and reacquired franchise rights amortization |
33 | 32 | 32 | 31 | 53 | |||||||||||||||
| RH Transaction costs(1) |
— | — | — | — | 22 | |||||||||||||||
| FHS Transaction costs(2) |
— | 18 | 24 | 19 | — | |||||||||||||||
| Corporate restructuring and advisory fees(3) |
16 | 16 | 46 | 38 | 20 | |||||||||||||||
| Impact of equity method investments(4) |
48 | 25 | 59 | 6 | (53 | ) | ||||||||||||||
| Other operating expenses (income), net |
105 | 7 | 25 | 55 | (59 | ) | ||||||||||||||
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| Adjusted Operating Income |
$ | 1,624 | $ | 1,977 | $ | 2,084 | $ | 2,200 | $ | 2,402 | ||||||||||
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Organic Growth - Income from operations and AOI
| Actual | 2024 vs. 2023 | RH Impact | FX Impact | Organic Growth | ||||||||||||||||||||||||||||
| 2024 | 2023 | $ | % | $ | $ | $ | % | |||||||||||||||||||||||||
| Income from Operations |
$ | 2,419 | $ | 2,051 | $ | 368 | 17.9 | % | $ | 18 | $ | (35 | ) | $ | 384 | 19.0 | % | |||||||||||||||
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| Adjusted Operating Income |
$ | 2,402 | $ | 2,200 | $ | 202 | 9.2 | % | $ | 44 | $ | (38 | ) | $ | 196 | 9.0 | % | |||||||||||||||
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Net Income to Adjusted Net Income and Adjusted Diluted Earnings Per Share
| Twelve Months Ended December 31, |
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| 2024 | 2023 | |||||||
| Net income |
$ | 1,445 | $ | 1,718 | ||||
| Income tax (benefit) expense(5) |
364 | (265 | ) | |||||
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| Income before income taxes |
1,809 | 1,453 | ||||||
| Adjustments: |
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| Franchise agreement and reacquired franchise rights amortization |
53 | 31 | ||||||
| Amortization of deferred financing costs and debt issuance discount |
25 | 27 | ||||||
| Interest expense and loss on extinguished debt(6) |
31 | 65 | ||||||
| RH Transaction costs(1) |
22 | — | ||||||
| FHS Transaction costs(2) |
— | 19 | ||||||
| Corporate restructuring and advisory fees(3) |
20 | 38 | ||||||
| Impact of equity method investments(4) |
(53 | ) | 6 | |||||
| Other operating expenses (income), net |
(59 | ) | 55 | |||||
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| Total adjustments |
39 | 241 | ||||||
| Adjusted income before income taxes |
1,848 | 1,694 | ||||||
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| Adjusted income tax expense(5)(7) |
333 | 214 | ||||||
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| Adjusted net income |
$ | 1,515 | $ | 1,480 | ||||
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| Diluted earnings per share |
$ | 3.18 | $ | 3.76 | ||||
| Adjusted diluted earnings per share |
$ | 3.34 | $ | 3.24 | ||||
| Weighted average diluted shares outstanding (in millions) |
454 | 456 | ||||||
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Appendix B
Free Cash Flow
| Twelve Months Ended December 31, |
||||
| (in US$ millions) | 2024 | |||
| Net cash provided by operating activities |
$ | 1,503 | ||
| Payments for additions of property and equipment |
(201 | ) | ||
|
|
|
|||
| Free Cash Flow |
$ | 1,302 | ||
Notes:
| (1) | In connection with the Carrols Acquisition and the PLK China Acquisition, we incurred certain non-recurring fees and expenses (“RH Transaction costs”) consisting primarily of professional fees, compensation related expenses and integration costs. We expect to incur additional RH Transaction costs in 2025. |
| (2) | In connection with the acquisition and integration of Firehouse Subs, we incurred certain non-recurring fees and expenses (“FHS Transaction costs”) consisting of professional fees, compensation related expenses and integration costs. We did not incur any additional FHS Transaction costs subsequent to March 31, 2023. |
| (3) | Non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements within our structure as well as services related to significant tax reform legislation and regulations. |
| (4) | Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income. |
| (5) | The effective tax rate for the twelve months ended December 31, 2024 reflects our mix of income from multiple jurisdictions including the Carrols Acquisition, the impact of internal financing arrangements and the overall impact of the statute of limitations expirations on both our uncertain tax positions and deferred tax assets |
| The effective tax rate for the twelve months ended December 31, 2023 reflects a $367 million increase in net deferred tax assets related to non-refundable tax credits and certain intangibles recognized in connection with intra-group reorganizations centralizing the management of various international business and financing operations, which reduced the effective tax rate by 25.3% for twelve months ended December 31, 2023. Additionally, the effective tax rate for the twelve months ended December 31, 2023 included a net decrease in tax reserves of $91 million related primarily to expiring statute of limitations for certain prior tax years which decreased the effective tax rate by 6.2% for the twelve months ended December 31, 2023. The impact of net reserves releases decreased the adjusted income tax expense by $14 million for the twelve months ended December 31, 2023 and our adjusted effective tax rate by 0.8% for the twelve months ended December 31, 2023. |
| (6) | Represents loss on early extinguishment of debt and interest expense. Interest expense included in this amount represents non-cash interest expense related to amounts reclassified from accumulated comprehensive income (loss) into interest expense in connection with restructured interest rate swaps. |
| (7) | Adjusted income tax expense includes the tax impact of the non-GAAP adjustments and is calculated using our statutory tax rate in the jurisdiction in which the costs were incurred. |
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Table of Contents
Appendix C
APPENDIX C
DESCRIPTION OF INCENTIVE PLANS
Equity Compensation Plan Information
The following table presents information regarding equity awards outstanding under our compensation plans as of December 31, 2024 (amounts in thousands):
| (a) | (b) | (c) | ||||||||||
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) |
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
|||||||||
| Equity Compensation Plans Approved by Security Holders |
12,790 | $ | 62.91 | 13,642 | ||||||||
| Equity Compensation Plans Not Approved by Security Holders |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
12,790 | 62.91 | 13,642 | |||||||||
|
|
|
|
|
|
|
|||||||
| (1) | The weighted average exercise price does not take into account the common shares issuable upon outstanding RSUs vesting, which have no exercise price. |
Burn Rate
| 2022 | 2023 | 2024 | ||||||||||
| Number of Securities Issued under the 2014 Omnibus Plan and 2023 Omnibus Plan (amounts in millions) |
7.3 | 2.4 | 1.9 | |||||||||
| Burn Rate |
1.60% | 0.60% | 0.40% | |||||||||
The total number of RBI common shares that can be issued from treasury under our equity compensation plans is as follows:
| • | the 2011 Omnibus Plan pursuant to which 63,876 common shares are issuable, representing 0.02% of the issued and outstanding shares of RBI as of March 31, 2025 (0.01% on a fully exchanged basis, assuming that 100% of the outstanding Partnership exchangeable units are exchanged for RBI common shares); |
| • | the 2012 Omnibus Plan pursuant to which 14,787 common shares are issuable, representing 0.01% of the issued and outstanding shares of RBI as of March 31, 2025 (less than 0.01% on a fully exchanged basis); and |
| • | the 2014 Omnibus Plan pursuant to which 7,914,148 common shares are issuable, representing 2.4% of the issued and outstanding shares of RBI as of March 31, 2025 (1.7% on a fully exchanged basis); and |
| • | the 2023 Omnibus Plan pursuant to which 3,250,679 common shares are issuable pursuant to awards currently outstanding and an additional 13,900,546 are issuable, together representing 4.2% of the issued and outstanding shares of RBI as of March 31, 2025 (3.1% on a fully exchanged basis). |
Accordingly, as of March 31, 2025 an aggregate of 25,556,348 common shares are issuable under all security based compensation arrangements, representing 7.8% of the issued and outstanding shares of RBI as of the Record Date (5.6% on a fully exchanged basis).
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Table of Contents
Appendix C
The total number of equity awards outstanding which will result in common shares being issued and the percentage such common shares represent of RBI’s currently outstanding capital for our prior plans and the 2014 Omnibus Plan are as follows:
| • | the 2011 Omnibus Plan pursuant to which 1 restricted stock unit award (with 63,876 RSUs under grant) are outstanding, representing 0.01% of the issued and outstanding common shares of RBI as of March 31, 2025 (0.01% on a fully exchanged basis); |
| • | the 2012 Omnibus Plan pursuant to which 1 restricted stock unit award (with 14,787 RSUs under grant) are outstanding, representing 0.01% of the issued and outstanding common shares of RBI as of March 31, 2025 (less than 0.01% on a fully exchanged basis); |
| • | the 2014 Omnibus Plan pursuant to which 174 option awards (with 4,375,229 options under grant) and 913 restricted stock unit awards (with 948,031 RSUs under grant) and 88 performance shares awards (with 2,590,888 performance share units under grant) are outstanding, representing 1.3%, 0.3% and 0.8% of the issued and outstanding common shares of RBI as of March 31, 2025 (0.9%, 0.2% and 0.6% on a fully exchanged basis); and |
| • | the 2023 Omnibus Plan pursuant to which 1,375 restricted stock unit awards (with 1,376,036 RSUs under grant) and 201 performance shares awards (with 1,874,643 performance share units under grant) are outstanding, representing 0.4% and 0.6% of the issued and outstanding common shares of RBI as of March 31, 2025 (0.3% and 0.3% on a fully exchanged basis) |
About the 2023 Omnibus Plan
A summary of the Restaurant Brands International Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Plan”) is set out below. The purpose of the 2023 Omnibus Plan is to attract, retain and reward those employees, directors and other individuals who are expected to contribute significantly to our success, to incentivize such individuals to perform at the highest level, to strengthen the mutuality of interests between such individuals and our shareholders and, in general, to further the best interests of RBI and our shareholders.
As of March 31, 2025, 17,151,224 common shares are authorized and issuable under the 2023 Omnibus Plan. This maximum number of common shares can be increased to include any common shares not used to settle awards issued under our prior plans.
| Awards Granted |
||
| Participants |
• Any director, employee or consultant of RBI, its subsidiaries or any of its affiliates is eligible to participate in the 2023 Omnibus Plan | |
| Plan administration |
• The Compensation Committee of RBI (the “Committee”) administers the 2023 Omnibus Plan | |
| Stock options |
• The holder receives common shares when options are exercised upon payment of the exercise price
• Except under certain circumstances described in the 2023 Omnibus Plan, the term of each option will not exceed 10 years
• The Committee fixes the vesting conditions it deems appropriate when granting options
• The exercise price per share under an option is determined by the Committee at the time of original grant, however the exercise price will not be less than fair market value of a common share on the date the option is granted
• To the extent vested and exercisable, options may be exercised in whole or in part at any time during the term, by providing notice and payment in | |
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Appendix C
| Awards Granted |
||
| full of the purchase price, which can be paid as follows: (i) in cash or by check, bank draft or money order payable to RBI; (ii) as permitted by law and the Committee, through a payment by the participant’s broker; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, having RBI withhold common shares issuable upon exercise of the option, or by payment in full or in part in the form of common shares owned by the participant, based on the Fair market value of the common shares on the payment date as determined by the Committee). | ||
| Stock appreciation rights (SARs) |
• The Committee may grant stock appreciation rights (“SARs”) under the 2023 Omnibus Plan
• SARs may be granted to participants either alone (“freestanding”) or in addition to other awards granted under the 2023 Omnibus Plan (“tandem”)
• Except under certain circumstances described in the 2023 Omnibus Plan, a freestanding SAR will not have a term of greater than ten years
• Unless it is a substitute award, a freestanding SAR will not have a grant price less than the fair market value of the share on the date of grant
• In the case of any tandem SAR related to an option, the SAR will not be exercisable until the related option is exercisable and will terminate, and no longer be exercisable, upon the termination or exercise of the related option. | |
| Restricted Stock/Restricted Stock Units (RSUs) |
• Shares of restricted stock and restricted stock units (“RSUs”) will be subject to any restrictions that the Committee may impose, including any limitation on the right to vote a share of restricted stock, the right to receive any dividend or dividend equivalent, or the Committee may choose to settle RSUs in cash | |
| Deferred Stock |
• Deferred stock will be settled upon expiration of the deferral period specified for an award by the Committee
• In addition, deferred stock will be subject to any restrictions on transferability, risk of forfeiture and other restrictions that the Committee may impose and, the Committee, in its discretion, may award dividend equivalents with respect to awards of deferred stock | |
| Performance awards |
• The Committee may grant a performance award to a participant payable upon the attainment of specific performance goals | |
| Other awards |
• The Committee may grant other awards that may be that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence the value of shares
• The Committee is also permitted to grant cash-based awards to participants and determine any conditions or terms of such awards
• The Committee is also permitted to grant equity interests in any entity with respect to which RBI holds, directly or indirectly, a controlling interest, whether such entity is a corporation, partnership, or other entity. a performance award to a participant payable upon the attainment of specific performance goals | |
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Appendix C
| Awards Granted |
||
| Issue limits |
• The number of shares that may be issued under all of RBI’s security-based compensation plans to directors and senior officers of RBI or its subsidiaries, 10% shareholders of RBI, and affiliates of such persons may not exceed 10% of RBI’s issued and outstanding common shares at any time or within a one-year period | |
| Issuing common shares |
• We can issue any combination of the following kinds of common shares:
• authorized for issue but not yet issued
• acquired by RBI
• If we issue common shares in settlement of an option or SAR, the number of common shares available for issue under the 2023 Omnibus Plan will be reduced by the same number of shares issued in settlement | |
| Value of awards |
• Fair market value of common shares on any relevant grant date means the closing price of our common shares on the TSX (for Canadian participants) or the NYSE (for non-Canadian participants) on the trading day immediately prior to the relevant grant date | |
| Clawback and forfeiture |
• Any award granted is subject to mandatory repayment or forfeiture by the participant to RBI, as applicable, if required pursuant to the terms of the RBI clawback policy or any law rule or regulation which imposes mandatory recoupment under the circumstances
• The Committee also reserves the right in an award agreement to cause the forfeiture of the gain realized by a participant with respect to an award on account of actions taken, or failed to be taken, by such participant in breach of their obligations under applicable company agreements, obligations or policies
| |
| Termination of awards |
• If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the 2023 Omnibus Plan | |
| Termination of employment |
• The 2023 Omnibus Plan provides the Committee with discretion to provide in any award agreement, or in an individual case, the circumstances in which awards shall be exercised, vested, paid or forfeited in the event a participant ceases to provide service to RBI prior to exercise or settlement or the end of a performance period | |
| Change in control |
• Unless otherwise provided in an award agreement, in the event of a change in control a participant’s unvested award will be treated in accordance with one of the following methods as determined by the Committee:
• awards, whether or not vested, will be continued, assumed or have new rights substituted as determined by the Committee;
• the Committee, in its sole discretion, may provide for the purchase of any awards by RBI or an affiliate for an amount of cash equal to the excess of the change in control price of the shares covered by such awards, over the aggregate exercise price of such awards; or | |
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Table of Contents
Appendix C
| Awards Granted |
||
| • if and to the extent that the approach chosen by the Committee results in an acceleration or potential acceleration of the exercise, vesting or settlement of an award, the Committee may impose such conditions upon the exercise, vesting or settlement of such award as it determines | ||
| Financial Assistance |
• The 2023 Omnibus Plan does not include provisions to provide financial assistance to participants to facilitate the exercise of options | |
| Making changes to the 2014 Omnibus Plan |
• The board of directors of RBI may amend, suspend, or terminate the 2023 Omnibus Plan, in whole or in part, at any time, provided that all material amendments to the 2023 Omnibus Plan require the prior approval of the shareholders and must comply with the rules of the TSX
• The following changes require approval by our Board and our shareholders:
• an increase in the maximum number of common shares that may be made the subject of awards under the 2023 Omnibus Plan
• making a change or adjustment (other than for a stock dividend, recapitalization, or other transaction where an adjustment is permitted or required under the terms of the plan) that reduces or would have the effect of reducing the exercise price of an option or SAR granted under the plan, whether through amendment, cancellation or replacement grants, or other means
• increasing the limits on awards that can be made to participants
• extending the term of an outstanding option or SAR beyond its expiration date, except as specified for awards that expire outside of an established trading window
• making a change that would permit options granted under the plan to be transferred or assigned other than to settle an estate
• changing the plan’s amendment provisions that is not either for “housekeeping” purposes or to maintain compliance with applicable laws or regulations
• Examples of changes the Committee can make without shareholder approval:
• ensuring continuing compliance with applicable law, the rules of the TSX or other applicable stock exchange rules and regulations or accounting or tax rules and regulations
• minor changes of a “housekeeping” nature
• changing the vesting provision of the 2023 Omnibus Plan or any Award, subject to certain limitations
• waiving any conditions or rights under any award, subject to certain limitations
• changing the termination provisions of any award that does not entail an extension beyond the original expiration date thereof | |
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Appendix C
| Awards Granted |
||
| • adding a cashless exercise feature, payable in securities, where such feature provides for a full deduction of the number of underlying shares from the Plan reserve, and any amendment to a cashless exercise provision
• adding a form of financial assistance and any amendment to a financial assistance provision which is adopted
• changing the process by which a participant who wishes to exercise his or her award can do so
• delegating any and all of the powers of the Committee to administer the 2023 Omnibus Plan to officers of RBI | ||
| Transferability |
• Awards are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the grantee or, in limited circumstances, by the holder’s legal representative
• No awards under the 2023 Omnibus Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be transferable in any manner other than by will or the law of descent | |
About the 2014 Omnibus Plan
A summary of the Restaurant Brands International Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) is set out below. The purpose of the 2014 Omnibus Plan is to attract, retain and reward those employees, directors and other individuals who are expected to contribute significantly to our success, to incentivize such individuals to perform at the highest level, to strengthen the mutuality of interests between such individuals and our shareholders and, in general, to further the best interests of RBI and our shareholders.
As of August 8, 2023, no new awards can be granted under the 2014 Omnibus Plan and no employee, director or other individual is permitted to commence participation in the 2014 Omnibus Plan. As of March 31, 2025, a maximum of 8,326,460 common shares are authorized and issuable under the 2014 Omnibus Plan.
| Awards Granted | ||
| Participants |
• Any director, employee or consultant of RBI, its subsidiaries or any of its affiliates is eligible to participate in the 2014 Omnibus Plan | |
| Plan administration |
• The Compensation Committee of RBI (the “Committee”) administers the 2014 Omnibus Plan | |
| Stock options |
• The holder receives common shares when options are exercised upon payment of the exercise price
• Except under certain circumstances described in the 2014 Omnibus Plan, the term of each option will not exceed 10 years
• The Committee fixes the vesting conditions it deems appropriate when granting options
• The exercise price per share under an option is determined by the Committee at the time of original grant, however the exercise price will not be less than fair market value of a common share on the date the option is granted | |
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Table of Contents
Appendix C
| Awards Granted | ||
| • To the extent vested and exercisable, options may be exercised in whole or in part at any time during the term, by providing notice and payment in full of the purchase price, which can be paid as follows: (i) in cash or by check, bank draft or money order payable to RBI; (ii) as permitted by law and the Committee, through a payment by the participant’s broker; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, having RBI withhold common shares issuable upon exercise of the option, or by payment in full or in part in the form of common shares owned by the participant, based on the Fair market value of the common shares on the payment date as determined by the Committee). | ||
| Stock appreciation rights (SARs) |
• The Committee may grant stock appreciation rights (“SARs”) under the 2014 Omnibus Plan
• SARs may be granted to participants either alone (“freestanding”) or in addition to other awards granted under the 2014 Omnibus Plan (“tandem”)
• Except under certain circumstances described in the 2014 Omnibus Plan, a freestanding SAR will not have a term of greater than ten years
• Unless it is a substitute award, a freestanding SAR will not have a grant price less than the fair market value of the share on the date of grant
• In the case of any tandem SAR related to an option, the SAR will not be exercisable until the related option is exercisable and will terminate, and no longer be exercisable, upon the termination or exercise of the related option. | |
| Restricted Stock/Restricted Stock Units (RSUs) |
• Shares of restricted stock and restricted stock units (“RSUs”) will be subject to any restrictions that the Committee may impose, including any limitation on the right to vote a share of restricted stock, the right to receive any dividend or dividend equivalent, or the Committee may choose to settle RSUs in cash | |
| Deferred Stock |
• Deferred stock will be settled upon expiration of the deferral period specified for an award by the Committee
• In addition, deferred stock will be subject to any restrictions on transferability, risk of forfeiture and other restrictions that the Committee may impose and, the Committee, in its discretion, may award dividend equivalents with respect to awards of deferred stock | |
| Performance awards |
• The Committee may grant a performance award to a participant payable upon the attainment of specific performance goals | |
| Other awards |
• The Committee may grant other awards that may be that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence the value of shares
• The Committee is also permitted to grant cash-based awards to participants and determine any conditions or terms of such awards
• The Committee is also permitted to grant equity interests in any entity with respect to which RBI holds, directly or indirectly, a controlling interest, whether such entity is a corporation, partnership, or other entity. a performance award to a participant payable upon the attainment of specific performance goals | |
| C-7 |
Table of Contents
Appendix C
| Awards Granted | ||
| Issue limits |
• The number of shares that may be issued under all of RBI’s security-based compensation plans to directors and senior officers of RBI or its subsidiaries, 10% shareholders of RBI, and affiliates of such persons may not exceed 10% of RBI’s issued and outstanding common shares at any time or within a one-year period | |
| Issuing common shares |
• We can issue any combination of the following kinds of common shares:
• authorized for issue but not yet issued
• acquired by RBI
• If we issue common shares in settlement of an option or SAR, the number of common shares available for issue under the 2014 Omnibus Plan will be reduced by the same number of shares issued in settlement | |
| Value of awards |
• Fair market value of common shares on any relevant grant date means the closing price of our common shares on the TSX (for Canadian participants) or the NYSE (for non-Canadian participants) on the trading day immediately prior to the relevant grant date | |
| Clawback and forfeiture |
• Any award granted after January 1, 2017 is subject to mandatory repayment or forfeiture by the participant to RBI, as applicable, if required pursuant to the terms of the RBI clawback policy or any law rule or regulation which imposes mandatory recoupment under the circumstances
• The Committee also reserves the right in an award agreement to cause the forfeiture of the gain realized by a participant with respect to an award on account of actions taken, or failed to be taken, by such participant in breach of their obligations under applicable company agreements, obligations or policies | |
| Termination of awards |
• If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the 2014 Omnibus Plan | |
| Termination of employment |
• The 2014 Omnibus Plan provides the Committee with discretion to provide in any award agreement, or in an individual case, the circumstances in which awards shall be exercised, vested, paid or forfeited in the event a participant ceases to provide service to RBI prior to exercise or settlement or the end of a performance period | |
| Change in control |
• Unless otherwise provided in an award agreement, in the event of a change in control a participant’s unvested award will be treated in accordance with one of the following methods as determined by the Committee:
• awards, whether or not vested, will be continued, assumed or have new rights substituted as determined by the Committee;
• the Committee, in its sole discretion, may provide for the purchase of any awards by RBI or an affiliate for an amount of cash equal to the excess of the change in control price of the shares covered by such awards, over the aggregate exercise price of such awards; or
• if and to the extent that the approach chosen by the Committee results in an acceleration or potential acceleration of the exercise, vesting or settlement of an award, the Committee may impose such conditions upon the exercise, vesting or settlement of such award as it determines | |
| C-8 |
Table of Contents
Appendix C
| Awards Granted | ||
| Financial Assistance |
• The 2014 Omnibus Plan does not include provisions to provide financial assistance to participants to facilitate the exercise of options | |
| Making changes to the 2014 Omnibus Plan |
• The board of directors of RBI may amend, suspend, or terminate the 2014 Omnibus Plan, in whole or in part, at any time, provided that all material amendments to the 2014 Omnibus Plan require the prior approval of the shareholders and must comply with the rules of the TSX
• The following changes require approval by our Board and our shareholders:
• an increase in the maximum number of common shares that may be made the subject of awards under the 2014 Omnibus Plan
• making a change or adjustment (other than for a stock dividend, recapitalization, or other transaction where an adjustment is permitted or required under the terms of the plan) that reduces or would have the effect of reducing the exercise price of an option or SAR granted under the plan, whether through amendment, cancellation or replacement grants, or other means
• increasing the limits on awards that can be made to participants
• extending the term of an outstanding option or SAR beyond its expiration date, except as specified for awards that expire outside of an established trading window
• making a change that would permit options granted under the plan to be transferred or assigned other than to settle an estate
• changing the plan’s amendment provisions that is not either for “housekeeping” purposes or to maintain compliance with applicable laws or regulations
• Examples of changes the Committee can make without shareholder approval:
• ensuring continuing compliance with applicable law, the rules of the TSX or other applicable stock exchange rules and regulations or accounting or tax rules and regulations
• minor changes of a “housekeeping” nature
• changing the vesting provision of the 2014 Omnibus Plan or any Award, subject to certain limitations
• waiving any conditions or rights under any award, subject to certain limitations
• changing the termination provisions of any award that does not entail an extension beyond the original expiration date thereof
• adding a cashless exercise feature, payable in securities, where such feature provides for a full deduction of the number of underlying shares from the Plan reserve, and any amendment to a cashless exercise provision
• adding a form of financial assistance and any amendment to a financial assistance provision which is adopted | |
| C-9 |
Table of Contents
Appendix C
| Awards Granted | ||
| • changing the process by which a participant who wishes to exercise his or her award can do so
• delegating any and all of the powers of the Committee to administer the 2014 Omnibus Plan to officers of RBI | ||
| Transferability |
• Awards are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the grantee or, in limited circumstances, by the holder’s legal representative
• No awards under the 2014 Omnibus Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be transferable in any manner other than by will or the law of descent | |
About the 2012 Omnibus Incentive Plan
The Restaurant Brands International Inc. Amended and Restated 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”) is based on the Burger King Worldwide, Inc. Amended and Restated 2012 Omnibus Plan as amended effective as of December 12, 2014 to reflect that RBI assumed all of the obligations of Burger King Worldwide, Inc. for purposes of the 2012 Omnibus Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2012 Omnibus Plan are stock options and restricted stock units. As of December 12, 2014, no new awards can be granted under the 2012 Omnibus Plan and no employee, director or other individual are permitted to commence participation in the 2012 Omnibus Plan. As of March 15, 2025, a maximum of 14,787 common shares are authorized and issuable under the 2012 Omnibus Plan. The terms of the 2012 Omnibus Plan are substantially equivalent to the 2014 Omnibus Plan described above.
About the 2011 Omnibus Incentive Plan
The Restaurant Brands International Inc. 2011 Omnibus Incentive Plan (the “2011 Omnibus Plan”) is based on the Burger King Worldwide Holdings, Inc. 2011 Omnibus Plan. All stock options and restricted stock units under the 2011 Omnibus Plan outstanding on June 20, 2012 were assumed by Burger King Worldwide, Inc. and converted into stock options to acquire common stock and restricted stock units of Burger King Worldwide, Inc., and Burger King Worldwide, Inc. assumed all of the obligations of Burger King Worldwide Holdings, Inc. under the 2011 Omnibus Plan. The 2011 Omnibus Plan was amended effective as of December 12, 2014 to reflect that RBI assumed all of the obligations of Burger King Worldwide, Inc. for purposes of the 2011 Omnibus Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2011 Omnibus Plan are stock options and restricted stock units. As of December 12, 2014, no new awards can be granted under the 2011 Omnibus Plan and no employee, director or other individual is permitted to commence participation in the 2011 Omnibus Plan. As of March 15, 2025, a maximum of 63,876 common shares are authorized and issuable under the 2011 Omnibus Plan.
| C-10 |
Table of Contents
Appendix C
| Awards Granted | ||
| Participants |
• Employees, directors, and consultants were eligible to participate in the 2011 Omnibus Plan | |
| Stock options |
• The holder receives common shares when the options are exercised upon payment of the purchase price
• The exercise times, vesting and term of the options (which did not exceed 10 years at time of issue) remain unchanged
• The purchase price per share under an option was determined by the Committee at the time of original grant and was not less than the fair market value of a share on the date of grant. | |
| Restricted Share Units |
• The holder has a contractual right to receive one share or the value of one share pursuant to the terms and conditions in the applicable award agreement. | |
| Issuing common shares |
• We can issue any combination of the following kinds of common shares:
• authorized for issue but not yet issued
• acquired by RBI
• If we issue common shares in settlement of an option or restricted share unit, the number of common shares available for issue under the 2011 Omnibus Plan will be reduced by the same number of shares issued in settlement | |
| Value of awards |
• Fair market value of common shares on any relevant date means the closing price of our common shares on the NYSE on the date in question (or the preceding date trading day just before the relevant date if there was no trading on the date in question). Prior to the predecessor of BKW becoming public, fair market value was determined by the Committee at the time, acting in good faith | |
| Termination of awards |
• If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the plan but no new awards will be made under the 2011 Omnibus Plan | |
| Plan administration |
• The Committee administers the 2011 Omnibus Plan | |
| Termination of employment |
• The 2011 Omnibus Plan provided the Committee with discretion to provide in any award agreement the circumstances in which a stock option or restricted share unit shall be exercised, vested, paid, or forfeited in the event a participant ceases to provide service to RBI prior to exercise or settlement | |
| Financial Assistance |
• The 2011 Omnibus Plan does not include provisions to provide financial assistance to participants to facilitate the purchase of securities or exercise of awards | |
| Making changes to the 2011 Omnibus Incentive Plan |
• The 2011 Omnibus Plan provides the board of directors of RBI with broad powers to amend the Plan without shareholder approval unless such shareholder approval is required pursuant to TSX or NYSE rules or applicable law | |
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Table of Contents
Appendix C
| Awards Granted | ||
| • The 2011 Omnibus Plan provides the Committee with certain powers, including:
• make amendments to achieve the stated purposes of the 2011 Omnibus Plan in a tax-efficient manner and to comply with foreign law
• amend outstanding awards provided that the rights of a participant are not adversely affected (unless changes are made to continue to comply with applicable laws or exchange requirements) and the amendment does not have the effect of reducing the exercise price of the award
• adjust awards in recognition of certain corporate events where appropriate to prevent dilution or enlargement of the benefits intended to be made available under the 2011 Omnibus Plan | ||
| Transferability |
• Options and restricted share units are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the grantee | |
| C-12 |