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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2023


 RESTAURANT BRANDS INTERNATIONAL INC.
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)


Canada 001-36786 98-1202754
Ontario   001-36787 98-1206431
(State or other jurisdiction of   (Commission (I.R.S. Employer
incorporation)   File Number) Identification No.)

130 King Street West, Suite 300   M5X 1E1
Toronto, Ontario
(Address of Principal Executive Offices)   (Zip Code)

(905) 845-6511
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading Symbols Name of each exchange on which registered
Common Shares, without par value   QSR New York Stock Exchange
  Toronto Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class   Trading Symbols Name of each exchange on which registered
Class B exchangeable limited partnership units QSP Toronto Stock Exchange


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 





Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 23, 2023, Restaurant Brands International Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the Company’s shareholders: (i) elected the ten (10) directors specifically named in the Company’s management information circular and proxy statement (the “Proxy Statement”), each to serve until the close of the 2024 Annual Meeting of Shareholders or until his or her successor is elected or appointed, (ii) approved, on an advisory basis, the compensation paid by the Company to its named executive officers, (iii) appointed KPMG LLP as the Company’s auditors to serve until the close of the 2024 Annual Meeting of Shareholders and authorized the Company’s directors to fix the auditors’ remuneration, (iv) approved the 2023 Omnibus Incentive Plan, (v) did not approve a shareholder proposal regarding the annual glidepath ESG disclosure, (vi) did not approve a shareholder proposal regarding the Company’s report on lobbying activities and expenditures, (vii) did not approve a shareholder proposal to report on the Company’s business strategy in the face of labour market pressure, and (vii) did not approve a shareholder proposal to report on the Company’s reduction of plastics use.

The voting results for each proposal are as follows:

Proposal 1: Election of the ten (10) directors specifically named in the Proxy Statement, each to serve until the close of the 2024 Annual Meeting of Shareholders or until his or her successor is elected or appointed:


Nominee
Number of Votes For
Number of Votes Against
Number of Votes Abstain
Broker Non-Votes
Alexandre Behring
347,230,379 40,972,013 474,920 6,330,218
Maximilien de Limburg Stirum
387,134,845 1,377,607 164,857 6,330,221
J. Patrick Doyle
383,126,156 5,489,485 61,674 6,330,215
Cristina Farjallat
382,110,204 6,506,472 60,637 6,330,217
Jordana Fribourg
359,240,989 29,061,333 374,986 6,330,222
Ali Hedayat
367,434,373 20,763,016 479,919 6,330,222
Marc Lemann
359,883,054 28,316,775 477,479 6,330,222
Jason Melbourne
379,363,666 9,148,536 165,112 6,330,216
Daniel S. Schwartz
386,405,131 2,105,362 166,824 6,330,213
Thecla Sweeney
387,671,634 836,724 168,953 6,330,219


Proposal 2: Approval, on a non-binding advisory basis, of the compensation paid by the Company to its named executive officers:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
289,628,220 98,927,166 121,918 6,330,226


Proposal 3: Appointment of KPMG LLP as the Company’s auditors to serve until the close of the 2024 Annual Meeting of Shareholders and authorization of the Company’s directors to fix the auditors’ remuneration:

Number of Votes For
Number of Votes Withheld
Broker Non-Votes
375,987,782 19,019,747 1




Proposal 4: Approval of the 2023 Omnibus Incentive Plan:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
362,771,736 25,758,905 146,669 6,330,220

Proposal 5: Consider a shareholder proposal regarding the annual glidepath ESG disclosure:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
12,042,855 376,387,904 246,543 6,330,228

Proposal 6: Consider a shareholder proposal regarding the Company’s report on lobbying activities and expenditures:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
95,061,901 289,985,711 3,629,689 6,330,229

Proposal 7: Consider a shareholder proposal to report on the Company’s business strategy in the face of labour market pressure:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
61,190,962 323,487,294 3,999,043 6,330,231

Proposal 8: Consider a shareholder proposal to report on the Company’s reduction of plastics use:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
141,863,130 243,149,518 3,664,655 6,330,227



Item 9.01     Financial Statements and Exhibits

Exhibit
Number
   Description
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document




SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  RESTAURANT BRANDS INTERNATIONAL INC.
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC.
Date: May 23, 2023   /s/ Jill Granat
  Name: Jill Granat
  Title: General Counsel and Corporate Secretary