01—Abstract
Summary
Summary of the 8-K filed June 6, 2024. Cited figures are marked; the original filing is the authoritative source.
Restaurant Brands International Inc. held its 2024 Annual Meeting of Shareholders on June 6, 2024.
Shareholders elected all ten director nominees named in the management information circular and proxy statement, each to serve until the 2025 Annual Meeting. The directors who received the most votes for were Maximilien de Limburg Stirum (394,653,046 for) and Daniel S. Schwartz (394,911,858 for), while Alexandre Behring drew the largest number of votes against (27,647,362).
Shareholders also approved, on a non-binding advisory basis, the compensation paid to the company's named executive officers, with 358,229,412 votes for and 38,094,581 against. They appointed KPMG LLP as auditors through the 2025 Annual Meeting and authorized the directors to fix the auditors' remuneration, with 384,932,402 votes for and 17,539,804 withheld. Shareholders did not approve any of the five shareholder proposals voted on.
These covered water risk, antibiotics, disclosure of broiler KWIs and animal welfare metrics, plastic use, and requiring the Board Chair to be independent. Proposals 4, 5 and 9 were withdrawn by their proponents before the meeting.
02—Key points
Key Highlights
- All ten director nominees were elected to serve until the 2025 Annual Meeting of Shareholders.
- Shareholders approved, on an advisory basis, the compensation paid to named executive officers, with 358,229,412 votes for and 38,094,581 against.
- KPMG LLP was appointed as auditors through the 2025 Annual Meeting, with 384,932,402 votes for and 17,539,804 withheld.
- The shareholder proposal on water risk failed, with 113,702,969 votes for and 282,542,573 against.
- The shareholder proposal to require the Board Chair to be independent failed, with 88,995,044 votes for and 305,831,949 against.
- The shareholder proposals on antibiotics, broiler KWI disclosure and plastic use also failed, each receiving more votes against than for.
- Proposals 4, 5 and 9 were withdrawn by their proponents before the meeting.
03—Questions
Frequently Asked Questions
Who was elected to the Board of Directors at the 2024 Annual Meeting?
Shareholders elected the ten directors named in the proxy statement: Alexandre Behring, Maximilien de Limburg Stirum, J. Patrick Doyle, Cristina Farjallat, Jordana Fribourg, Ali Hedayat, Marc Lemann, Jason Melbourne, Daniel S. Schwartz and Thecla Sweeney. Each will serve until the 2025 Annual Meeting or until a successor is elected or appointed.
Did shareholders approve the compensation of the named executive officers?
Yes. The advisory, non-binding vote on named executive officer compensation received 358,229,412 votes for and 38,094,581 votes against, with 127,318 votes withheld and 6,103,756 broker non-votes.
Which shareholder proposals were considered, and what was the outcome?
Five shareholder proposals were voted on: water risk, antibiotics, disclosure of broiler KWIs and animal welfare metrics, plastic use, and requiring an independent Board Chair. None was approved. Proposals 4, 5 and 9 were withdrawn by their proponents before the meeting.
Who is the company's independent auditor?
Shareholders appointed KPMG LLP as the company's auditors to serve until the close of the 2025 Annual Meeting and authorized the directors to fix the auditors' remuneration. The vote was 384,932,402 for, 17,539,804 withheld and 82,861 broker non-votes.
04—Continue