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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): May 23, 2023


 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 SymbolsName 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 SymbolsName 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 5.07
Submission of Matters to a Vote of Security Holders.
On May 23, 2023, Restaurant Brands International Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the Company’s shareholders: (i) elected the ten (10) directors specifically named in the Company’s management information circular and proxy statement (the “Proxy Statement”), each to serve until the close of the 2024 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 2024 Annual Meeting of Shareholders and authorized the Company’s directors to fix the auditors’ remuneration, (iv) approved the 2023 Omnibus Incentive Plan, (v) did not approve a shareholder proposal regarding the annual glidepath ESG disclosure, (vi) did not approve a shareholder proposal regarding the Company’s report on lobbying activities and expenditures, (vii) did not approve a shareholder proposal to report on the Company’s business strategy in the face of labour market pressure, and (vii) did not approve a shareholder proposal to report on the Company’s reduction of plastics use.

The voting results for each proposal are as follows:

Proposal 1: Election of the ten (10) directors specifically named in the Proxy Statement, each to serve until the close of the 2024 Annual Meeting of Shareholders or until his or her successor is elected or appointed:


Nominee
Number of Votes For
Number of Votes Against
Number of Votes Abstain
Broker Non-Votes
Alexandre Behring
347,230,37940,972,013474,9206,330,218
Maximilien de Limburg Stirum
387,134,8451,377,607164,8576,330,221
J. Patrick Doyle
383,126,1565,489,48561,6746,330,215
Cristina Farjallat
382,110,2046,506,47260,6376,330,217
Jordana Fribourg
359,240,98929,061,333374,9866,330,222
Ali Hedayat
367,434,37320,763,016479,9196,330,222
Marc Lemann
359,883,05428,316,775477,4796,330,222
Jason Melbourne
379,363,6669,148,536165,1126,330,216
Daniel S. Schwartz
386,405,1312,105,362166,8246,330,213
Thecla Sweeney
387,671,634836,724168,9536,330,219


Proposal 2: Approval, on a non-binding 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
289,628,22098,927,166121,9186,330,226


Proposal 3: Appointment of KPMG LLP as the Company’s auditors to serve until the close of the 2024 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
375,987,78219,019,7471



Proposal 4: Approval of the 2023 Omnibus Incentive Plan:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
362,771,73625,758,905146,6696,330,220

Proposal 5: Consider a shareholder proposal regarding the annual glidepath ESG disclosure:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
12,042,855376,387,904246,5436,330,228

Proposal 6: Consider a shareholder proposal regarding the Company’s report on lobbying activities and expenditures:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
95,061,901289,985,7113,629,6896,330,229

Proposal 7: Consider a shareholder proposal to report on the Company’s business strategy in the face of labour market pressure:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
61,190,962323,487,2943,999,0436,330,231

Proposal 8: Consider a shareholder proposal to report on the Company’s reduction of plastics use:

Number of Votes For
Number of Votes Against
Number of Votes Withheld
Broker Non-Votes
141,863,130243,149,5183,664,6556,330,227



Item 9.01     Financial Statements and Exhibits

Exhibit
Number		  Description
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document



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 thereunto duly authorized.
 
 RESTAURANT BRANDS INTERNATIONAL INC.
RESTAURANT BRANDS INTERNATIONAL LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC.
Date: May 23, 2023 /s/ Jill Granat
 Name:Jill Granat
 Title:General Counsel and Corporate Secretary