Restaurant Brands International LP

06/17/2021 | Press release | Distributed by Public on 06/17/2021 07:02

Submission of Matters to a Vote of Security Holders (Form 8-K)

Submission of Matters to a Vote of Security Holders.

On June 16, 2021, Restaurant Brands International Inc. (the 'Company') held its 2021 Annual 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 2022 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) approved, on an advisory basis, the frequency of future shareholder votes on the compensation of the Company's named executive officers every one year, and (iv) appointed KPMG LLP as the Company's auditors to serve until the close of the 2022 Annual Meeting of Shareholders and authorized the Company's directors to fix the auditors' remuneration. 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 2022 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 351,642,792 43,462,754 8,025,908
João M. Castro-Neves 393,376,973 1,728,944 8,025,908
Maximilien de Limburg Stirum 393,073,605 2,032,313 8,025,907
Paul J. Fribourg 374,012,467 21,093,064 8,025,907
Neil Golden 393,393,880 1,712,038 8,025,908
Ali Hedayat 393,231,126 1,874,791 8,025,908
Golnar Khosrowshahi 394,123,544 982,364 8,025,908
Marc Lemann 394,687,365 418,554 8,025,907
Jason Melbourne 394,882,713 223,204 8,025,907
Giovanni (John) Prato 393,391,082 1,714,835 8,025,908
Daniel S. Schwartz 391,824,621 3,281,298 8,025,907
Carlos Alberto Sicupira 377,080,542 18,025,007 8,025,907

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
389,243,788 5,669,045 193,440 8,025,924

Proposal 3: Approval, on a non-binding advisory basis, of the frequency of future shareholder votes on the compensation of the Company's named executive officers (every one, two or three years):

1 Year 2 Years 3 Years Number of Votes Withheld Broker Non-Votes
392,775,634 204,772 2,024,981 100,895 8,025,915

Proposal 4: Appointment of KPMG LLP as the Company's auditors to serve until the close of the 2022 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
396,366,604 6,743,471 1