Restaurant Brands International Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$QSR
Restaurants
Consumer Discretionary
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||||||||||||
| incorporation) | File Number) | Identification No.) | ||||||||||||
| (Address of Principal Executive Offices 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 Symbols | Name of each exchange on which registered | ||||||||||||
| 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:
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 | |||||||
| 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 hereunto duly authorized.
| RESTAURANT BRANDS INTERNATIONAL INC. | |||||||||||
| Date: June, 3, 2025 | /s/ Jill Granat | ||||||||||
| Name: | Jill Granat | ||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||