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
|