Toggle SGML Header (+)


Section 1: 8-K (8-K)

Document
false00016187560001618755 0001618756 2020-06-10 2020-06-10 0001618756 qsr:RestaurantBrandsInternationalLimitedPartnershipMember 2020-06-10 2020-06-10


 
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 10, 2020

 

 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 Symbol(s)
 
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 Symbol(s)
 
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 June 10, 2020, Restaurant Brands International Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the Company’s shareholders: (i) elected the eleven (11) directors specifically named in the Company’s management information circular and proxy statement (the “Proxy Statement”), each to serve until the close of the 2021 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 2021 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, and (v) 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 eleven (11) directors specifically named in the Proxy Statement, each to serve until the close of the 2021 Annual Meeting of Shareholders or until his or her successor is elected or appointed:
Nominee
Number of Votes For
Number of Votes Withheld
Broker Non-Votes
Alexandre Behring
332,330,265
36,041,328
11,670,840
João M. Castro-Neves
364,907,668
3,463,925
11,670,840
Maximilien de Limburg Stirum
366,621,528
1,750,065
11,670,840
Paul J. Fribourg
350,801,125
17,570,468
11,670,840
Neil Golden
365,355,581
3,016,012
11,670,840
Ali Hedayat
353,476,753
14,894,840
11,670,840
Golnar Khosrowshahi
353,906,938
14,464,655
11,670,840
Giovanni (John) Prato
367,752,771
618,822
11,670,840
Daniel S. Schwartz
365,282,602
3,088,991
11,670,840
Carlos Alberto Sicupira
354,404,627
13,966,966
11,670,840
Roberto Moses Thompson Motta
366,165,213
2,206,380
11,670,840

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
338,120,882
30,000,368
250,334
11,670,840

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
274,360,743
105,672,592
0

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
137,169,425
231,014,051
188,106
11,670,840

Proposal 5: 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
34,541,307
333,656,986
173,288
11,670,840






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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.
 
 
 
Date: June 10, 2020
 
/s/ Jill Granat
 
 
Name:
Jill Granat
 
 
Title:
General Counsel and Corporate Secretary



(Back To Top)