01—Abstract
Summary
Summary of the 8-K filed June 3, 2025. Cited figures are marked; the original filing is the authoritative source.
On June 3, 2025, Restaurant Brands International Inc. held its 2025 Annual Meeting of Shareholders.
Shareholders elected all ten directors named in the management information circular and proxy statement, each to serve until the close of the 2026 Annual Meeting or until a successor is elected or appointed. They also approved, on an advisory basis, the compensation paid to the company's named executive officers, and appointed KPMG LLP as auditors until the 2026 Annual Meeting, with the directors authorized to fix the auditors' remuneration. Shareholders did not approve three shareholder proposals regarding antibiotics policy, food waste, and defining director independence.
The filing notes that Proposal 7 was withdrawn before the meeting. The director elections drew varying levels of support. For example, Alexandre Behring received 365,696,963 votes for and 29,940,909 against, Jordana Fribourg received 377,685,447 for and 18,112,646 against, and Marc Lemann received 378,525,418 for and 17,274,360 against.
Daniel S. Schwartz received 391,291,201 votes for and 4,597,832 against. The advisory say-on-pay proposal received 384,670,481 votes for, 9,993,827 against, and 1,293,683 withheld.
The KPMG appointment received 386,532,921 votes for and 15,024,384 withheld. All three shareholder proposals failed. The antibiotics policy proposal received 44,653,097 votes for, 226,137,944 against, and 125,166,932 withheld.
The food waste proposal received 44,551,850 for, 226,622,791 against, and 125,119,115 withheld. The director independence proposal received 37,574,539 for, 233,718,724 against, and 125,000,411 withheld. The filing reports broker non-votes for each proposal, and its only listed exhibit is the Cover Page Interactive Data File (Exhibit 104).
02—Key points
Key Highlights
- Shareholders elected all ten directors named in the proxy statement, each to serve until the 2026 Annual Meeting or until a successor is elected or appointed.
- Shareholders approved, on a non-binding advisory basis, the compensation paid to named executive officers, with 384,670,481 votes for and 9,993,827 against.
- KPMG LLP was appointed as auditors until the 2026 Annual Meeting, with 386,532,921 votes for and 15,024,384 withheld, and the directors were authorized to fix the auditors' remuneration.
- All three shareholder proposals were not approved: antibiotics policy, food waste, and defining director independence.
- The antibiotics policy proposal received 44,653,097 votes for and 226,137,944 against, with 125,166,932 withheld.
- Director independence was the lowest-supported shareholder proposal, with 37,574,539 votes for and 233,718,724 against.
- Proposal 7 was withdrawn prior to the meeting.
03—Questions
Frequently Asked Questions
When and where was the 2025 Annual Meeting held?
The meeting was held on June 3, 2025, by Restaurant Brands International Inc. The filing does not specify a location.
Which directors were elected, and how much support did they receive?
Ten directors were elected: 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. Support varied. Maximilien de Limburg Stirum received 394,536,865 votes for and 1,348,856 against, while Alexandre Behring received 365,696,963 for and 29,940,909 against.
Did shareholders approve the executive compensation?
Yes. Shareholders approved, on a non-binding advisory basis, the compensation paid to named executive officers, with 384,670,481 votes for, 9,993,827 against, and 1,293,683 withheld.
Were any shareholder proposals approved?
No. Shareholders did not approve the proposals regarding antibiotics policy, food waste, or defining director independence. Proposal 7 was withdrawn before the meeting.
Who is the company's auditor going forward?
Shareholders appointed KPMG LLP as auditors to serve until the close of the 2026 Annual Meeting, with 386,532,921 votes for and 15,024,384 withheld. The directors were authorized to fix the auditors' remuneration.
04—Continue