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Section 1: 8-K (8-K)

qsr-20201013
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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): October 13, 2020

 RESTAURANT BRANDS INTERNATIONAL INC.
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Canada001-3678698-1202754
Ontario 001-3678798-1206431
(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 QSRNew 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 unitsQSPToronto 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 8.01 Other Events.

On October 13, 2020, the Board of Directors (the “Board”) of Restaurant Brands International Inc. (the “Company”), on recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”), determined to enhance its corporate governance by appointing Paul J. Fribourg as lead independent director.

This appointment follows corporate governance best practices, strengthens Board oversight, and facilitates communication between the Co-Chairmen and independent directors. Mr. Fribourg has served as a member of RBI’s Board since December 2014 and was also on the board of its predecessor, Burger King Worldwide, Inc., from October 2010. The duties of the lead independent director will be: to preside at executive sessions of the independent directors; serve as principal liaison between the independent directors and the Co-Chairmen; approve agendas for meetings of the Board; preview information provided to the Board; assure there is sufficient time for discussion of all meeting agenda items; have authority to call meetings of independent directors; and; be available for consultation and communication with major stockholders.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit No.  Description
104Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).
































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: October 16, 2020 /s/ Jill Granat
 Name:Jill Granat
 Title:General Counsel and Corporate Secretary


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