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Section 1: 8-K (8-K)

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 11, 2019

 

 

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

130 King Street West, Suite 300

Toronto, Ontario M5X 1E1

(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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Shares, without par value   QSR  

New York Stock Exchange

Toronto Stock Exchange

Class B exchangeable limited

partnership units

  QSP   Toronto Stock Exchange

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 11, 2019, Restaurant Brands International Inc. (the “Company”) held its 2019 Annual 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 2020 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 2020 Annual Meeting of Shareholders and authorized the Company’s directors to fix the auditors’ remuneration, (iv) did not approve a shareholder proposal to report on the Company’s minimum requirements and standards related to workforce practices, (v) did not approve a shareholder proposal to issue an annual report to investors regarding supply chain impacts on deforestation, and (vi) did not approve a shareholder proposal to develop a comprehensive policy on plastic pollution and sustainable packaging and issue a report to investors. 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 2020 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  

Alexander Behring

     343,855,806        27,597,634        11,054,920  

Marc Caira

     370,430,692        1,022,756        11,054,920  

João M. Castro-Neves

     370,794,144        659,304        11,054,920  

Martin E. Franklin

     302,172,248        69,281,200        11,054,920  

Paul J. Fribourg

     302,550,815        68,902,625        11,054,920  

Neil Golden

     370,794,487        658,961        11,054,920  

Ali Hedayat

     303,084,009        68,369,439        11,054,920  

Golnar Khosrowshahi

     367,481,755        3,971,693        11,054,920  

Daniel S. Schwartz

     370,374,791        1,078,657        11,054,920  

Carlos Alberto Sicupira

     358,786,558        12,666,890        11,054,920  

Roberto Moses Thompson Motta

     358,683,881        12,769,567        11,054,920  

Alexandre Van Damme

     364,384,105        7,069,343        11,054,920  

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

353,332,359    17,927,662    193,463    11,054,884

Proposal 3: Appointment of KPMG LLP as the Company’s auditors to serve until the close of the 2020 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

299,639,105    82,868,474    96


Proposal 4: Consider a shareholder proposal to report on Company’s minimum requirements and standards related to workforce practices:

 

Number of
Votes For

  

Number of
Votes Against

  

Number of
Votes Withheld

  

Broker Non-Votes

95,781,853    275,291,458    380,124    11,054,933

Proposal 5: Consider a shareholder proposal to issue an annual report to investors regarding supply chain impacts on deforestation:

 

Number of
Votes For

  

Number of
Votes Against

  

Number of
Votes Withheld

  

Broker Non-Votes

82,114,442    289,034,457    304,541    11,054,928

Proposal 6: Consider a shareholder proposal to develop a comprehensive policy on plastic pollution and sustainable packaging and issue a report to investors:

 

Number of
Votes For

  

Number of
Votes Against

  

Number of
Votes Withheld

  

Broker Non-Votes

82,201,366    288,848,696    403,377    11,054,929


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 11, 2019   Name:   Jill Granat
  Title:   General Counsel and Corporate Secretary
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