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Section 1: 8-K (FORM 8-K)

Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 7, 2018

 

 

RESTAURANT BRANDS INTERNATIONAL INC.

RESTAURANT BRANDS INTERNATIONAL LIMITED

PARTNERSHIP

(Exact name of registrant as specified in its charter)

 

 

 

Canada

Ontario

 

001-36786

001-36787

 

98-1202754

98-1206431

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Restaurant Brands International Inc.

Restaurant Brands International Limited Partnership

226 Wyecroft Road

Oakville, Ontario L6K 3X7

(Address of principal executive offices, including Zip Code)

(905) 845-6511

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

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 7, 2018, Restaurant Brands International Inc. (the “Company”) held its 2018 Annual and Special Meeting of Shareholders (the “Meeting”). At the Meeting, the Company’s shareholders: (i) elected the twelve (12) directors specifically named in the Company’s management information circular and proxy statement (the “Proxy Statement”), each to serve until the close of the 2019 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 2019 Annual Meeting of Shareholders and authorized the Company’s directors to fix the auditors’ remuneration, (iv) approved an amendment to the Amended and Restated 2014 Omnibus Incentive Plan to increase the number of common shares available for issuance by 15,000,000 common shares, and (v) did not approve a shareholder proposal to issue an annual report to investors regarding supply chain impacts on deforestation. The voting results for each proposal are as follows:

Proposal 1: Election of the twelve (12) directors specifically named in the proxy statement, each to serve until the close of the 2019 Annual Meeting of Shareholders or until his or her successor is elected or appointed:

 

Nominees

   Number of
Votes For
   Number of
Votes Withheld
   Broker Non-Votes

Alexandre Behring

   362,831,260    18,672,638    14,465,459

Marc Caira

   380,131,731    1,372,167    14,465,459

João M. Castro-Neves

   381,290,671    213,227    14,465,459

Martin E. Franklin

   374,861,122    6,642,777    14,465,458

Paul J. Fribourg

   373,235,363    8,268,536    14,465,458

Neil Golden

   380,707,097    796,801    14,465,459

Ali Hedayat

   375,269,959    6,233,939    14,465,459

Golnar Khosrowshahi

   381,265,941    237,957    14,465,459

Daniel S. Schwartz

   380,465,454    1,038,445    14,465,458

Carlos Alberto Sicupira

   370,699,386    10,804,513    14,465,458

Roberto Moses Thompson Motta

   378,562,751    2,941,148    14,465,458

Alexandre Van Damme

   372,042,050    9,461,849    14,465,458

Proposal 2: Approval, on an 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

366,896,660

   14,029,889    577,342    14,465,466

Proposal 3: Appointment of KPMG LLP as the Company’s auditors to serve until the close of the 2019 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

378,888,224

   17,081,133    0

Proposal 4: Approval of an amendment to the Amended and Restated 2014 Omnibus Incentive Plan to increase the number of common shares available for issuance by 15,000,000 common shares:

 

Number of
Votes For

   Number of
Votes Against
   Number of
Votes Withheld
   Broker
Non-Votes

292,666,269

   88,837,625    0    14,465,463

Proposal 5: Consideration of a shareholder proposal to issue an annual report to shareholders regarding supply chain impacts on deforestation:

 

Number of
Votes For

   Number of
Votes Against
   Number of
Votes Withheld
   Broker
Non-Votes

72,790,317

   307,933,062    780,515    14,465,463


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.

 

RESTAURANT BRANDS INTERNATIONAL

LIMITED PARTNERSHIP, by its general partner

RESTAURANT BRANDS INTERNATIONAL INC.

   

/s/ Jill Granat

Date: June 7, 2018     Name:   Jill Granat
    Title:   General Counsel and Corporate Secretary
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