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Section 1: 8-K (8-K)

qsr-20200922
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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): September 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 22, 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”), increased the size of the Board to twelve and appointed Jason Melbourne to the Board to fill the vacancy, effective immediately.

The Board has determined that Mr. Melbourne qualifies as independent under the applicable listing standards of the New York Stock Exchange and Toronto Stock Exchange and applicable Canadian securities laws. There are no arrangements or understandings between Mr. Melbourne and any other persons with respect to his appointment as a director. Neither Mr. Melbourne nor any of his immediate family members has been a participant in any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

Mr. Melbourne will participate in the non-management director compensation arrangements described under the heading “Director Compensation” in the Company’s 2020 Proxy Statement filed on April 29, 2020. The Company also intends to enter into an indemnification agreement with Mr. Melbourne, the form of which was previously filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

A copy of the press release issued by the Company on September 22, 2020, announcing Mr. Melbourne’s election to the Board is attached as Exhibit 99.1 hereto.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit No.  Description
104Cover Page Interactive 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: September 22, 2020 /s/ Jill Granat
 Name:Jill Granat
 Title:General Counsel and Corporate Secretary


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Section 2: EX-99 (EX-99)

Document
EXHIBIT 99
405355410_rbilogo1.jpg
Jason Melbourne to Join the Board of Directors of Restaurant Brands International

TORONTO, Sept. 22, 2020 /CNW/ - The Board of Directors of Restaurant Brands International Inc. (TSX: QSR) (NYSE: QSR) (TSX: QSP) ("RBI") announced today that Jason Melbourne was appointed to join the RBI Board of Directors as an independent member.

Mr. Melbourne is currently the Managing Director and Head of Canadian Equities at Canaccord Genuity in Toronto, Ontario. He has extensive capital market experience, including his previous roles at Genuity Capital Markets and CIBC World Markets – both based in Toronto. Mr. Melbourne is a strong supporter of public service and the community, including through his current board of director roles for the Ontario Lottery and Gaming Corporation and youth basketball charity, Lay-Up, that provides free basketball programs in Toronto’s priority communities.

“Jason is well-respected throughout Canada’s business community and is an excellent addition to our Board of Directors. We’re excited for him to join us and I know that Tim Hortons, Burger King and Popeyes will benefit from his valued counsel,” said Daniel Schwartz, Co-Chair of RBI’s Board of Directors.

“We are building the world’s most loved restaurant brands and giving back to our communities where we live and work is a large part of our brand identity. Jason will be an exceptional voice on the board to guide us on both our business and community strategies – especially here in Canada where Tim Hortons has a deep history of community contribution and support,” said Jose Cil, Chief Executive Officer of RBI.

“It’s an honour to join the RBI Board of Directors and help shape the future of three of the world’s most iconic restaurant brands. I’m proud to join the other Directors and look forward to working with management on their exciting plans for growth around the world,” said Jason Melbourne.

About Restaurant Brands International

Restaurant Brands International Inc. is one of the world’s largest quick service restaurant companies with approximately $32 billion in annual system-wide sales and over 27,000 restaurants in more than 100 countries and U.S. territories. RBI owns three of the world’s most prominent and iconic quick service restaurant brands – TIM HORTONS®, BURGER KING®, and POPEYES®. These independently operated brands have been serving their respective guests, franchisees and communities for over 45 years.

Investors: investor@rbi.com; Media: media@rbi.com


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