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 |
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 |
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 |
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 |
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 | |||||