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    Restaurant Brands International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/3/25 4:03:50 PM ET
    $QSR
    Restaurants
    Consumer Discretionary
    Get the next $QSR alert in real time by email
    qsr-20250603
    0001618756false00016187562025-06-032025-06-03

    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): June 3, 2025
     RESTAURANT BRANDS INTERNATIONAL INC.
    (Exact name of registrant as specified in its charter)

    Canada001-3678698-1202754
    (State or other jurisdiction of (Commission(I.R.S. Employer
    incorporation) File Number)Identification No.)
    5707 Blue Lagoon Drive
    Miami,Florida33126
    (Address of Principal Executive Offices and Zip Code)
    (305) 378-3000
    (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 SymbolsName of each exchange on which registered
    Common Shares, without par value QSRNew York Stock Exchange
     Toronto Stock Exchange
    Securities registered pursuant to Section 12(g) of the Act: None
    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 June 3, 2025, Restaurant Brands International Inc. (the “Company”) held its 2025 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 2026 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 2026 Annual Meeting of Shareholders and authorized the Company’s directors to fix the auditors’ remuneration, and (iv) did not approve shareholder proposals regarding antibiotics policy, food waste and defining director independence. Note that Proposal 7 was withdrawn prior to the meeting.
    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 2026 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
    365,696,963 29,940,909 320,129 5,663,061 
    Maximilien de Limburg Stirum
    394,536,865 1,348,856 72,278 5,663,063 
    J. Patrick Doyle
    390,633,367 5,261,066 63,569 5,663,060 
    Cristina Farjallat
    390,239,050 5,644,296 74,656 5,663,060 
    Jordana Fribourg
    377,685,447 18,112,646 159,910 5,663,059 
    Ali Hedayat
    387,440,414 8,413,786 103,800 5,663,062 
    Marc Lemann
    378,525,418 17,274,360 158,221 5,663,063 
    Jason Melbourne
    390,249,985 5,638,133 69,885 5,663,059 
    Daniel S. Schwartz
    391,291,201 4,597,832 68,967 5,663,062 
    Thecla Sweeney
    390,000,276 5,858,984 98,744 5,663,058 
    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
    384,670,481 9,993,827 1,293,683 5,663,071 
    Proposal 3: Appointment of KPMG LLP as the Company’s auditors to serve until the close of the 2026 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
    386,532,921 15,024,384 32 
    Proposal 4: Consider a shareholder proposal regarding antibiotics policy:
    Number of Votes For
    Number of Votes Against
    Number of Votes Withheld
    Broker Non-Votes
    44,653,097 226,137,944 125,166,932 5,327,288 



    Proposal 5: Consider a shareholder proposal regarding food waste:
    Number of Votes For
    Number of Votes Against
    Number of Votes Withheld
    Broker Non-Votes
    44,551,850 226,622,791 125,119,115 5,327,289 
    Proposal 6: Consider a shareholder proposal regarding defining director independence:
    Number of Votes For
    Number of Votes Against
    Number of Votes Withheld
    Broker Non-Votes
    37,574,539 233,718,724 125,000,411 5,327,291 
    Item 9.01     Financial Statements and Exhibits
    Exhibit
    Number
    Description
    104Cover 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 hereunto duly authorized.
     
     RESTAURANT BRANDS INTERNATIONAL INC.
    Date: June, 3, 2025 /s/ Jill Granat
     Name:Jill Granat
     Title:General Counsel and Corporate Secretary

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