01—Abstract
Summary
Summary of the 8-K filed June 3, 2026. Cited figures are marked; the original filing is the authoritative source.
Restaurant Brands International Inc. held its 2026 Annual Meeting of Shareholders on June 3, 2026.
Shareholders elected all ten directors named in the management information circular and proxy statement, each to serve until the close of the 2027 Annual Meeting of Shareholders or until a successor is elected or appointed. Shareholders also approved, on a non-binding advisory basis, the compensation paid to the company's named executive officers, and appointed KPMG LLP as auditors through the 2027 Annual Meeting, authorizing the directors to fix the auditors' remuneration. The say-on-pay proposal recorded 387,547,825 votes for and 9,993,041 votes against, with 104,276 votes withheld and 5,533,070 broker non-votes.
Among the director nominees, Alexandre Behring drew the most votes against (10,905,772), followed by Marc Lemann (5,882,501). Each nominee received substantially more votes for than against. The filing reports no other corporate actions.
02—Key points
Key Highlights
- Annual Meeting of Shareholders held June 3, 2026, with three proposals voted on
- All ten nominated directors were elected to serve until the 2027 Annual Meeting
- Shareholders approved, on an advisory basis, the compensation of named executive officers: 387,547,825 for vs. 9,993,041 against
- KPMG LLP was appointed as auditors through the 2027 Annual Meeting, with 390,184,325 votes for and 12,993,883 withheld
- Alexandre Behring received the highest number of votes against among nominees (10,905,772), followed by Marc Lemann (5,882,501)
- Broker non-votes were 5,533,064 to 5,533,070 per director nominee and 5,533,070 on the say-on-pay proposal
- Item 9.01 lists only the Cover Page Interactive Data File (XBRL) as an exhibit
03—Questions
Frequently Asked Questions
Who was elected to the board of Restaurant Brands International Inc.?
Shareholders elected ten directors named in the proxy statement: Alexandre Behring, Maximilien de Limburg Stirum, J. Patrick Doyle, Cristina Farjallat, Ali Hedayat, Marc Lemann, Jason Melbourne, Daniel S. Schwartz, Marcia Smith, and Thecla Sweeney. Each will serve until the 2027 Annual Meeting or until a successor is elected or appointed.
Did shareholders approve the executive compensation program?
Yes. Shareholders approved, on a non-binding advisory basis, the compensation paid to the named executive officers. The vote was 387,547,825 for, 9,993,041 against, and 104,276 withheld, with 5,533,070 broker non-votes.
Who is the company's auditor going forward?
Shareholders appointed KPMG LLP as auditors to serve until the close of the 2027 Annual Meeting and authorized the directors to fix the auditors' remuneration. The vote was 390,184,325 for and 12,993,883 withheld.
Which director nominees received the most opposition?
Alexandre Behring received the most votes against (10,905,772), followed by Marc Lemann (5,882,501), Ali Hedayat (4,142,830), and J. Patrick Doyle (4,058,404). All nominees received substantially more votes for than against.
04—Continue