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Executive Summary fulfilling our commitment to improving animal welfare outcomes, and enhancing diversity across our teams at RBI. Our Audit Committee oversees our broad range of sustainability efforts and receives updates at least quarterly. See “Sustainability – Restaurant Brands for Good” on page 19, for more information. Shareholder Engagement We actively engage with our shareholders and stakeholders in a number of forums on a year-round basis and also monitor developments in corporate governance and sustainability. During late fiscal 2023 and early 2024, we reached out to our top shareholders representing approximately 58% of our outstanding common shares. Thirteen shareholders representing 40% of our outstanding common shares agreed to meet with us to discuss a broad range of business strategy, executive compensation, governance, and sustainability topics. Shareholder feedback we received during these meetings was shared with our Board, which incorporated this input into its decision-making. See “Shareholder Engagement” on page 22, for more information. Roadmap of Voting Items | | | | | | | Voting Item | | Board
Recommendation | | Board Recommendation | Item 1. Election of Directors. (Page 11) We are asking shareholders to vote on each director nominee to the Board. We believe that each of our director nominees possesses the experience, skills, and qualities to fully perform his or her duties as a director and contribute to our success. | | FOR | | FOR | Item 2. Shareholder Advisory Vote to Approve Named Executive Officer Compensation. (Page 54) We believe that compensation is an important tool to further our long-term goal of creating shareholder value. We are seeking approval of a non-binding advisory vote from our shareholders to approvein favor of the compensation of our named executive officers as described in this proxy statement. | | FOR | | FOR | Item 3. Appointment of KPMG LLP as our auditors. (Page 55) ShareholdersWe are being askedasking shareholders to vote on a proposal to appoint KPMG LLP as our independent auditors to serve until the close of the 20172025 Annual Meeting of Shareholders and authorize our directors to fix the auditors’ remuneration.
| | FOR | | | Item 4-11. Shareholder Proposals | | | | FOR | Item 4. Approval of amendments to the 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) that would permit common shares not used to settle awards under prior plans to be used under the 2014 Omnibus Plan and make other administrative changes. (Page 58)
Attracting, retaining and motivating specialized talent is critical to achieving our strategic and operating goals, including our goal to increase shareholder value. We are seeking approval of amendments to the 2014 Omnibus Plan to help us achieve these goals.
| | | | FOR | Item 5. Shareholder proposal to adopt a written board diversity policy, if properly presented at the Meeting. (Page 68)
| | | | NONE AGAINST |
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Table of Contents BUSINESS OF MEETING DIRECTOR NOMINEES: 1110 Nominees
Elected by majority vote SAY ON EXECUTIVE COMPENSATION: Support our pay for performance practices practices
APPOINTMENT OF AUDITORS: AUDITORS:
Recommended by Board Approved by Shareholders INCENTIVE PLAN AMENDMENT:
Attract, retain
and motivate
talent
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Questions and Answers About the Meeting and Voting
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
ABOUT THIS PROXY STATEMENT
For the 2016 Annual and Special Meeting of Shareholders to be held on June 9, 2016
This proxy statement is being furnished in connection with the solicitation of proxies by or on behalf of management of RBI for use at the Meeting of the shareholders of RBI to be held at the offices of RBI located at 226 Wyecroft Road, Oakville, Ontario, L6K 3X7, Canada on June 9, 2016 at 8:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting.
We mailed an Important Notice Regarding the Availability of Proxy Materials for the 2016 Annual and Special Meeting of Shareholders (the “Notice”) on or about April 29, 2016. The proxy materials are available atwww.envisionreports.com/RBI2016AGM.
GENERAL VOTING INFORMATION
Who may vote at the Meeting?
There are three classes of voting shares eligible to vote at the Meeting.
› | our preferred shares; and |
› | our special voting share. |
You may vote if you were the record holder or beneficial owner of shares of any of these classes as of the close of business on April 20, 2016 (the “Record Date”).
If you are a record holder or beneficial owner of Partnership exchangeable units as of the close of business on the Record Date, you are entitled to vote indirectly through the special voting share which is held by Computershare Trust Company of Canada (the “Trustee”), pursuant to a voting trust agreement, dated December 12, 2014, between RBI, Partnership and the Trustee (the “voting trust agreement”). See “– What are my voting rights if I hold Partnership exchangeable units” for more information about the voting rights associated with Partnership exchangeable units. Holders of common shares vote together as a single class with holders of the preferred shares and the special voting share, except as otherwise provided by law.
How many votes are eligible to be cast at the Meeting?
As of the close of business on the Record Date, we had outstanding 233,151,485 common shares, 68,530,939 preferred shares and one special voting share. In addition, as of the close of business on the Record Date, there were 227,336,014 Partnership exchangeable units outstanding. As the record holder of the special voting share, the Trustee is entitled to a number of votes on matters on which holders of common shares are entitled to vote equal to the number of Partnership exchangeable units outstanding as of the close of business on the Record Date (excluding any such units held by RBI and its subsidiaries) that provided voting instructions to the Trustee. Consequently, there are a total of 529,018,438 votes eligible to be cast at the Meeting.
What are my voting rights if I hold common shares?
Each common share is entitled to one vote.
What are my voting rights if I hold preferred shares?
Each preferred share is entitled to one vote. The holder of our preferred shares has agreed with us that (i) with respect to preferred shares representing 10% of the total votes attached to all voting shares of RBI, the holder may vote such shares with respect to matters on which the holder votes as a class with all RBI voting shares, in any manner it wishes and (ii) with respect to preferred shares representing in excess of 10% of the total votes
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attached to all voting shares of RBI, the holder will vote such shares with respect to matters on which the holder votes as a class with all RBI voting shares in a manner proportionate to the manner in which the other holders of voting shares voted in respect of such matter. This agreement does not apply to certain items identified as “special approval matters” as further described in Appendix A. None of the proposals presented in this proxy statement is a special approval matter.
What are my voting rights if I hold Partnership exchangeable units?
If you are a record holder of Partnership exchangeable units, you are entitled to vote indirectly through the special voting share pursuant to the voting trust agreement. The special voting share entitles the Trustee to vote a number of votes equal to the number of Partnership exchangeable units outstanding as of the close of business on the Record Date, to the extent that the Trustee has received voting instructions from the holders of such Partnership exchangeable units. The Trustee will exercise each vote attached to the special voting share only as directed by the relevant record holder of the Partnership exchangeable units and, in the absence of instructions from a record holder as to voting, will not exercise those voting rights. However, a record holder of Partnership exchangeable units may obtain a proxy from the Trustee entitling the holder or its designee to attend and vote in person at the Meeting. A record holder of Partnership exchangeable units is entitled to give voting instructions to the Trustee (or obtain a proxy, as applicable) for a number of votes equal to the number of Partnership exchangeable units that the holder held as of the close of business on the Record Date. See “ – Can I vote in person at the Meeting?” below for instructions on attending and voting at the Meeting and the attached Appendix A for further details as to the voting rights associated with the Partnership exchangeable units.
How many votes must be present to hold the Meeting?
A majority of the votes eligible to be cast at the Meeting, represented in person or by proxy, or 264,509,220 votes will constitute a quorum. Common shares, preferred shares and the special voting share represented in person or by proxy, including such shares which withhold or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present. If we do not have a quorum we will adjourn the Meeting and reconvene the Meeting at a later date.
What is the difference between a shareholder of record and a beneficial owner?
If your common shares or preferred shares are registered directly in your name with Computershare Trust Company of Canada, our transfer agent (the “Transfer Agent”), you are considered the “shareholder of record” with respect to those shares. If your shares are held by a brokerage firm, bank, trustee or other intermediary (“nominee”), you are considered the “beneficial owner” of shares held in “street name”.
I am a shareholder of record of common shares – How do I vote?
If you are a shareholder of record of common shares as of the close of business on the Record Date, you may vote in person or by proxy at the Meeting or you may vote by proxy prior to the Meeting. There are three (3) ways to vote prior to the Meeting:
1. | Telephone Voting: You may vote by calling the toll-free telephone number 1-866-732-8683. You will be prompted to provide your control number printed on the Notice or proxy card. You may not appoint a person as proxy holder other than the management nominees named in the Notice or proxy card if you vote by telephone. Please follow the voice prompts that allow you to vote your shares and confirm that your instructions have been properly recorded. |
2. | Internet Voting: You may vote by logging on to www.envisionreports.com/RBI2016AGM and clicking on Cast your Vote. If you requested proxy materials by mail, you may also vote by utilizing the website noted on the proxy card. Please follow the website prompts that allow you to vote your shares and confirm that your instructions have been properly recorded. |
3. | Return Your Proxy Card By Mail: If you requested proxy materials by mail, you may vote by completing, signing and returning the proxy card in the postage-paid envelope provided with the proxy materials. The proxy holders will vote your shares according to your directions. |
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Proxies, whether submitted through the Internet or by telephone or mail as described above, must be received by 11:59 p.m. (Eastern Time) on June 7, 2016. If the Meeting is adjourned or postponed, your proxy must be received by 8:00 a.m. (Eastern Time) on the last business day preceding the day of the reconvened Meeting.
What if I hold my common shares in “street name”?
Holders in “street name”, or beneficial holders, of common shares, will receive a Notice indirectly through such holders’ brokers or other intermediaries. The Notice contains instructions on how to access our proxy materials and vote online. You should follow the voting directions of your broker or other intermediary.
I am a shareholder of record of preferred shares – How do I vote?
If you are a shareholder of record of preferred shares as of the close of business on the Record Date, you may vote in person or by proxy at the Meeting or you may vote by proxy prior to the Meeting. To vote prior to the Meeting, follow the instructions in the Notice or request the proxy materials by mail and complete, sign and return the proxy in the postage-paid envelope provided with such proxy materials. The proxy holders will vote your shares according to your directions. Proxies must be received by 11:59 p.m. (Eastern Time) on June 7, 2016. If the Meeting is adjourned or postponed, your proxy must be received by 8:00 a.m. (Eastern Time) on the last business day preceding the day of the reconvened Meeting.
I am a holder of record of Partnership exchangeable units – How do I vote?
If you are a record holder of Partnership exchangeable units on the Record Date, you are entitled to instruct the Trustee as to the exercise of the voting rights attached to the special voting share for each Partnership exchangeable unit that you owned of record as of the Record Date.
You may instruct the Trustee as to the exercise of your votes by following the instructions in the Notice or by logging on to www.envisionreports.com/RBI2016AGM and clicking on Cast your Vote. Please follow the website prompts that allow you to exercise your votes with respect to the Partnership exchangeable units that you hold and confirm that your instructions have been properly recorded.
Alternatively, if you have requested the proxy materials by mail, you may direct the Trustee to as to the exercise of your votes by completing, signing and returning the voting instruction form (the “voting instruction”) in the postage-paid envelope provided with the proxy materials.
You may also instruct the Trustee to give a proxy to a nominee of management or other designee of your selection (which may be you, if you intend on attending the Meeting) to exercise those votes in accordance with your instructions or to you or your designee so that you (or your designee) may attend the Meeting and exercise those votes in person, as proxy of the Trustee.
Regardless of the manner by which you choose to give your voting instruction to the Trustee, the Trustee must receive your voting instruction, including any proxy request in that instruction, by 11:59 p.m. (Eastern Time) on June 7, 2016. A voting instruction received after this time will not be binding on the Trustee. If the Meeting is adjourned or postponed, your voting instruction must be received by 8:00 a.m. (Eastern Time) on the last business day preceding the day of the reconvened Meeting. Further details on how to instruct the Trustee to vote, or to obtain a proxy from the Trustee, are included in the voting instruction.
What if I hold my Partnership exchangeable units in “street name”?
You should follow the voting directions provided by your broker or nominee. Holders in “street name”, or beneficial holders, of exchangeable units, will receive a Notice indirectly through such holders’ brokers or other intermediaries. The Notice contains instructions on how to access our proxy materials online and how to vote. You should follow the voting directions of your broker or other intermediary. If you provide specific voting instructions by mail, or the Internet, your broker or nominee will instruct the Trustee as you have directed.
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What am I voting on and how does the Board recommend that I vote?
You will be voting on the following five proposals at the Meeting. Our Board’s recommendation for each of these proposals is set forth below:
| | | Voting Item | | Board Recommendation | Item 1. Election of eleven directors specifically named in the proxy statement, each to serve until the close of the 2017 Annual Meeting of Shareholders or until his successor is elected or appointed.
| | FOR each
director nominee | Item 2. Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (the “say-on-pay vote”).
| | FOR | Item 3. Appoint KPMG LLP (“KPMG”) as our auditors to serve until the close of the 2017 Annual Meeting of Shareholders and authorize our directors to fix the auditors’ remuneration.
| | FOR | Item 4. Approval of amendments to the 2014 Omnibus Plan that would permit common shares not used to settle awards under prior plans to be used under the 2014 Omnibus Plan and make other administrative changes.
| | FOR | Item 5. Consider a shareholder proposal to adopt a written Board diversity policy, if such proposal is properly presented at the Meeting.
| | NONE |
We will also consider any other business properly brought before the Meeting.
What vote is required to approve each proposal?
Holders of common shares, preferred shares and the special voting share will vote together as a single class for each proposal.
| | | Proposal
| | Vote required to approve the proposal
| Election of directors | | Majority of the votes cast.* | | | Say-on-pay vote | | This is a non-binding advisory vote. Our Board will consider our executive compensation to have been approved if the proposal receives more votes cast “for” than “against”. | | | Appointment of KPMG as our auditors and authorization to fix the auditors’ remuneration | | Majority of the votes cast.* | | | Approval of amendments to our 2014 Omnibus Plan | | Majority of the votes cast. | | | Consider a shareholder proposal to adopt a written Board diversity policy, if such proposal is properly presented at the Meeting | | This is a non-binding shareholder proposal. Our Board will consider this proposal to have been approved if the proposal receives more votes cast “for” than “against”. |
* | Votes cast includes only those votes cast “for” such proposal. See the section below under the heading “Corporate Governance – Majority Voting Policy” for a description of the application of our majority voting policy with respect to the election of directors. |
What is the effect of the say-on-pay advisory vote on Proposal 2?
Although the advisory say-on-pay vote on Proposal 2 is non-binding, our Board of Directors and the Compensation Committee will review the results of the vote and take them into account in making a determination concerning executive compensation.
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What are my voting options with respect to each of the proposals?
› | | Proposal 1: With respect to each nominee, you may either vote “For” the election of such nominee or “Withhold” your vote with respect to the election of such nominee. If you vote “For” the election of a nominee, your vote will be cast accordingly. If you select “Withhold” with respect to the election of a nominee, your vote will not be counted as a vote cast for the purpose of electing such nominee but will be considered in the application of the majority vote policy described below in “Corporate Governance – Majority Voting Policy’’. Pursuant to this policy, a “Withhold” vote is considered a vote cast for purposes of the election of a director nominee and therefore will be equivalent to a vote “Against” the nominee. |
› | | Proposal 2: Proposal 2 is a non-binding advisory vote. You may select “For”, “Against” or “Withhold” with respect to such proposal. If you select “Withhold”, your vote will not be counted as a vote cast on Proposal 2. |
› | | Proposal 3: With respect to the appointment of the proposed auditors, you may either vote “For” such appointment or “Withhold” your vote with respect to such appointment. If you vote “For” the appointment of the proposed auditors, your vote will be cast accordingly. If you select “Withhold” your vote will not be counted as a vote cast for purposes of appointing the proposed auditors. |
› | | Proposal 4: You may select “For” or “Against” with respect to such proposal. There is no option to select “Withhold”. |
› | | Proposal 5: Proposal 5 is a non-binding advisory vote. You may select “For”, “Against” or “Withhold” with respect to such proposal. If you select “Withhold”, your vote will not be counted as a vote cast on Proposal 5. |
You will not have the option of voting to “Abstain” with respect to (i) Proposal 1, the election of directors, (ii) Proposal 3, the appointment of the auditors or (iii) Proposal 4, the approval of amendments to the 2014 Omnibus Plan. As Proposal 2 and Proposal 5 are advisory votes, we have provided the option to vote “Withhold”, as well as “For” and “Against” and, therefore, your “Withhold” vote for these two matters will be the equivalent of an abstention and will not impact whether or not either of the proposals are approved. “Withhold” votes will, however, be counted for purposes of determining the presence of a quorum.
Will my securities be voted if I do not return my proxy or provide my voting instruction?
No. If you are the shareholder of record or a beneficial owner of common shares or preferred shares and you do not attend and vote your shares at the Meeting or vote by proxy, your shares will not be voted. If you are the holder of record of Partnership exchangeable units and do not provide your voting instructions to the Trustee, the Trustee will not exercise the voting rights in respect of your Partnership exchangeable units. However, a record holder of Partnership exchangeable units may instruct the Trustee to give a proxy to the holder or its designee entitling the holder or that designee to attend and vote in person at the Meeting. See “ – Can I vote in person at the Meeting?” below.
What if I provide my proxy or give my voting instruction without making any selections or if I vote or provide voting instructions on only some, but not all, of the proposals?
The common shares, preferred shares or Partnership exchangeable units represented by your proxy voting instruction form will be voted in accordance with the instructions you provide.
› | | Shareholders of Record – Common Shares and Preferred Shares. If you are a shareholder of record of common shares or preferred shares and you provide your voting instructions in accordance with the Notice without voting or by voting only with respect to some, but not all, of the proposals, your shares will be voted by the persons named in the proxy (the “proxy holders”) in accordance with (i) your recommendations, if any, and (ii) for any proposals for which you did not vote in accordance with the recommendations of the Board of Directors as set forth in this proxy statement; however such non-vote will not result in a vote cast with respect to Proposal 5. |
› | | Beneficial Owners – Common Shares and Preferred Shares. Section 153(2) of the CBCA states that “an intermediary, or a proxyholder appointed by an intermediary, may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or in the name of a nominee of the
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| intermediary unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.” Consequently, if you are a beneficial owner of common shares or preferred shares and vote on some, but not all, of the proposals, the broker or nominee willnot vote your shares on the remaining proposals. Your vote will be counted for purposes of determining a quorum and for the proposal(s) on which you voted, but will be considered a “broker non-vote” with respect to the proposal(s) on which you did not vote. These broker non-votes will have no impact on any proposal, as the standard for each of our proposals is based on “votes cast.” |
› | | Holders of Record and Beneficial Owners – Partnership Exchangeable Units. If you are a holder of record or a beneficial owner of Partnership exchangeable units and you (or your broker, if you are a beneficial holder) provide the Trustee voting instructions on some, but not all, of the proposals, the Trustee in accordance with the voting trust agreement willnot exercise the votes in respect of your Partnership exchangeable units for which it received no instructions. The votes in respect of your Partnership exchangeable units will be counted for purposes of determining a quorum and for the proposal(s) for which you provided instructions, but will not be considered a “vote cast” with respect to the proposal(s) for which you did not provide instructions. These non-votes will have no impact on any proposal, as the standard for each of our proposals is based on “votes cast.” |
What if other matters are presented for consideration at the Meeting?
As of the date of this proxy statement, our management knows of no matters that will be presented for consideration at the Meeting other than those matters identified in the Notice of Meeting, nor does our management know of any amendments or variations of any of the matters identified in the Notice of Meeting. However, if any other matters properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting, or if any of the matters identified in the Notice of Meeting are amended or varied, and such new matter, amendment or variation calls for a vote of shareholders, validly completed proxies (including any proxies given at the instruction of a holder of Partnership exchangeable units) will be voted in respect of such new matter, amendment or variation in accordance with the judgment of the proxy holders in accordance with the discretionary authority conferred upon them by the enclosed form of proxy or voting instruction, as applicable.
Can I vote in person at the Meeting?
Common shares or preferred shares that are registered directly in your name may be voted in person at the Meeting. If you hold common shares or preferred shares in street name and you wish to vote those shares in person at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds your shares to obtain the necessary proxy.
If you are a holder of record of Partnership exchangeable units, you may obtain from the Trustee a proxy that will entitle you (or another person designated by you) to attend the Meeting and personally exercise (as proxy of the Trustee) the votes attached to the special voting share that you (as holder of the Partnership exchangeable units) would otherwise be entitled to instruct the Trustee to vote. If you hold Partnership exchangeable units in street name and you wish to vote those units in person at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds those units and follow their instructions to obtain the necessary proxy.
Can I change my mind after I deliver my proxy or submit my voting instruction?
Yes. If you are a shareholder of record of common shares or preferred shares, you may change your vote or revoke your proxy by:
› | | in the case of common shares, submitting a new proxy by telephone or via the Internet after the date of the earlier voted proxy at any time up to 11:59 p.m. (Eastern Time) on June 7, 2016, or by 8:00 a.m. on the last business day preceding the day of the Meeting if the Meeting is adjourned or postponed; |
› | | delivering new written instructions to us at 226 Wyecroft Road, Oakville, Ontario, L6K 3X7, Canada or with our Transfer Agent at its address specified below, in each case at any time up to 11:59 p.m. (Eastern Time) on June 7, 2016, or by 8:00 a.m. on the last business day preceding the day of the Meeting if the Meeting is adjourned or postponed; |
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› | | delivering new written instructions to the Chairman of the Meeting on the day of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used, prior to the commencement of such Meeting; or |
› | | any other means permitted by law. |
Any written instructions must be executed by the shareholder or the shareholder’s authorized attorney or, if the shareholder is a corporation, under its corporate seal or by an officer thereof duly authorized.
If you hold your common shares or preferred shares in street name, and wish to change your vote or proxy nominee, you should consult your broker or nominee with respect to submitting new voting instructions. Intermediaries may set deadlines for the receipt of revocation notices that are farther in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form, to ensure it is given effect at the Meeting.
If you are a holder of record of Partnership exchangeable units, you may revoke or amend your voting instruction by:
› | | submitting a new voting instruction via the Internet after the date of your earlier submitted voting instruction at any time up to 11:59 p.m. (Eastern Time) on June 7, 2016, or by 8:00 a.m. on the last business day preceding the day of the Meeting if the Meeting is adjourned or postponed; or |
› | | delivering new written instructions to the Trustee at its address specified above at any time up to 11:59 p.m. (Eastern Time) on June 7, 2016, or by 8:00 a.m. on the last business day preceding the day of the Meeting if the meeting is adjourned or postponed. |
If your Partnership exchangeable units are held in street name, you should consult your broker or nominee with respect to revoking or amending your prior voting instructions.
What does it mean if I receive more than one Notice or proxy card?
If you receive more than one Notice or proxy card it means that you have multiple accounts with brokers or other nominees or with the Transfer Agent, as applicable, through which you hold common shares or Partnership exchangeable units. Please vote or provide voting instructions for all of the common shares or Partnership exchangeable units you own. We encourage you to register all of these securities in the same name and address. You may do this by contacting your broker or other nominee or the Transfer Agent. The Transfer Agent may be reached through the following methods:
| | | By Mail:
| | By Telephone: | | | Computershare Trust Company of Canada
100 University Ave, 8th Floor
Toronto, Ontario, M5J 2Y1
| | (800) 564-6253 (toll free North America)
(514)982-7555 (international direct dial
| | | By Email: service@computershare.com
| | By Internet: www.computershare.com/service |
ATTENDING THE MEETING
Who may attend the Meeting?
The Meeting is open to all record holders of common shares and preferred shares as of the close of business on the Record Date and their duly appointed proxy nominees. Beneficial owners of common shares and preferred shares and record holders and beneficial owners of Partnership exchangeable units who owned such shares or Partnership exchangeable units, as the case may be, as of the close of business on the Record Date may obtain a proxy that will entitle them (or another person designated by them) to attend and vote at the Meeting. See “– Can I vote in person at the Meeting?” above for instructions on how to obtain a proxy for that purpose.
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How can I get directions to the meeting?
The meeting will be held at the offices of Restaurant Brands International Inc. at 226 Wyecroft Road, Oakville, Ontario, Canada, L6K 3X7 which is accessible from the Dorval Drive exit off of the Queen Elizabeth Way. If you require directions, please contact Investor Relations by e-mail at investor@rbi.com or by telephone at(905) 339-4940.
What do I need to bring to attend the Meeting?
If you are a record holder or beneficial owner of common shares or preferred shares:
› | | You will need a valid picture identification. |
› | | You will need proof of ownership of common shares or preferred shares. |
› | | If you are a record holder of common shares or preferred shares, your Notice or proxy card will be your admission ticket. |
› | | If your common shares or preferred shares are held in the name of a bank, broker or other shareholder of record and you have obtained a legal proxy from the record holder giving you the right to attend and vote at the Meeting, you will need proof of ownership to be admitted to the Meeting. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership. |
If you are a record holder or beneficial owner of Partnership exchangeable units:
› | | You will need a valid picture identification. |
› | | If you have obtained a legal proxy from the Trustee giving you the right to attend and vote at the Meeting, you will need proof of ownership to be admitted to the Meeting. You should follow the instructions provided by the Trustee to obtain such proof of ownership. |
IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND PROOF THAT YOU OWN COMMON SHARES, PREFERRED SHARES OR PARTNERSHIP EXCHANGEABLE UNITS, YOU MAY NOT BE ADMITTED INTO THE MEETING.
May securityholders ask questions?
Yes. Our representatives will answer securityholders’ questions of general interest following the Meeting consistent with the rules distributed at the Meeting.
MORE INFORMATION
Where can I find voting results of the Meeting?
Promptly following the Meeting, but not more than four business days thereafter, we will announce the results for the proposals voted upon at the Meeting and publish final detailed voting results for each matter voted upon in a report filed on www.sedar.com and in a Current Report on Form 8-K filed with the SEC. In addition, in accordance with TSX rules, following the Meeting we will promptly issue a news release disclosing the detailed voting results for the election of each director.
I am a holder of Partnership exchangeable units. Why am I receiving proxy solicitation materials that relate solely to RBI?
RBI is the sole general partner of Partnership and manages all of Partnership’s operations and activities in accordance with the partnership agreement of Partnership. The Partnership exchangeable units are intended to provide voting rights with respect to RBI that are equivalent to the corresponding rights afforded to holders of common shares. In addition to making provision for these voting rights, the voting trust agreement requires that each record holder of Partnership exchangeable units be provided a copy of the notice of each meeting at which the holders of common shares are entitled to vote. Except as otherwise required by the partnership agreement,
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voting trust agreement or applicable law, the holders of the Partnership exchangeable units are not directly entitled to receive notice of or to attend any meeting of the unitholders of Partnership or to vote at any such meeting. Accordingly, you will not receive notice of, or an information circular or proxy in respect of, an annual meeting of Partnership.
Where can I find further information in respect of the Partnership exchangeable units or the preferred shares?
A summary of certain terms of the Partnership exchangeable units and the preferred shares is included in Appendix A to this proxy statement.
Who should I call with other questions?
If you have additional questions about this proxy statement or the Meeting, please contact Investor Relations by e-mail at investor@rbi.com or by telephone at (905) 339-4940.
Who should I call with concerns or to give feedback regarding the Meeting?
If you have any concerns or would like to give feedback regarding the Meeting, please contact our toll free line at (866) 593-4638. If the toll free line cannot be accessed from your location you can contact this line by dialing (514) 982-2399.
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Proposal 1 – Election of Directors PROPOSAL 1 – ELECTION OF DIRECTORS Our bylawsby-laws permit the Board of Directors (the “Board”) to determine the number of directors that constitute the Board, provided that the Board shall not consist of fewer than three nor3 or greater than fifteen15 members. We currently have 10 members of the Board. In addition, our bylawsby-laws provide that at least twenty-five percent25% of the directors shall be resident Canadians, as required by the CBCA.Canada Business Corporations Act (the “CBCA”). Our Board consists of eleven directors.directors who have a diverse set of perspectives, backgrounds, and experiences. We believe a board of thisthe proposed size and composition is appropriate giving us the combined expertise of former directors from each of our operating subsidiaries, as well as a diverse set of perspectives around the boardroom. Our current Board is also appropriately sized to allowand allows effective committee organization and to facilitatethe facilitation of efficient meetings and decision-making. Our director nominees are: Messrs. Behring, Caira, Franklin,de Limburg Stirum, Doyle, Hedayat, Lemann, Melbourne, and Schwartz, and Mses. Farjallat, Fribourg, Golden, Lederer, Milroy, Schwartz, Sicupira, Thompson Motta and Van Damme. Three members of our Board,Sweeney. Messrs. Caira, LedererHedayat and Milroy, were directors of THI immediately prior to the TransactionsMelbourne, and were initially appointed to the Board as a result of the Transactions. Each of these three former THI directors isMs. Sweeney are each a resident Canadian as defined by the CBCA. Mr. Golden was recommended by oneDoyle joined RBI as Executive Chairman, an officer position, in November 2022. In January 2023, the Board appointed Mr. Doyle as Executive Chair of the Board. Mr. Doyle has extensive experience in the quick service industry and the success that he delivered at Domino’s Pizza positions him well to assist RBI in accelerating its growth, including through franchisee profitability initiatives. Mr. Doyle is also able to provide the Board and our non-management directors.senior executives, including our CEO, with unparalleled perspective, guidance, advice and strategic vision regarding the quick service industry and RBI’s business, operations and strategy. As Mr. Doyle does not have daily operational responsibilities, he is able to focus on leading the Board in fulfilling its oversight and governance responsibilities. Mr. Doyle acts as a bridge between the Board and the CEO, offering guidance and strategic direction. Mr. Hedayat has served as Lead Independent Director since June 2023 and as a director since 2016. Mr. Hedayat is a seasoned investment banker and public company board director, bringing financial expertise, M&A integration experience and corporate governance oversight. Mr. Hedayat works closely with Mr. Doyle to provide an informed, independent perspective to all matters of the Board. As we discuss under “Corporate Governance – Governance—Board Independence” starting on page 2412 of this proxy statement, our Board conducts an evaluation of the independence of each director and has determined that all of our directors,director nominees, except Messrs. Schwartz and Caira,Mr. Doyle, qualify as “independent” directors under the NYSE listing standards, andthe rules of the TSX and Canadian securities laws. We believe that each of our director nominees possesses the experience, skills, and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, is highly accomplished in his or her field with superior credentials and recognition, has a sound personal and professional reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a groupFurther, it is our view that these director nominees complement each other and each of their respective experiences, skills and qualities.as a group. Our director nominees appear on the following pages. Each director nominee’s principal occupation and other pertinent information about particular experience, qualifications, attributes, and skills that led the Board to conclude that such person should serve as a director, appears on the following pages. In accordance with the CBCA, a nominee will be elected only if the number of votes cast in the nominee’s favour represents a majority of the votes cast for and against them, subject to certain exceptions. See “Corporate Governance—Election of Directors—Majority Voting” beginning page 13 of this proxy statement. | | | | | | | Page 11| 2016 Proxy Statement2 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 1 – Election of Directors Nominees For Director | | | Alexandre Behring | Independent Committees: Compensation (Chair) Nominating and Corporate Governance (Chair) | | BUSINESS EXPERIENCE: Mr. Behring has served on our Board since 2014, as Chairman sinceChair from December 12, 2014.2014 to January 2019 and as Co-Chair from January 2019 to January 2023. Mr. Behring is a Founding Partner and has been Managing Partner (now Co-Managing Partner) and a Board Member of 3G Capital Partners Ltd.,LP, a global investment firm (“3G Capital”), since 2004. Following the acquisition of Burger King Holdings, Inc. by 3G Capital, he served on the board of Burger King Worldwide, Inc. (“BKW”) and its predecessor as chairman from October 2010 until December 2014. Mr. Behring has served as Chairman of the Kraft Heinz Company sincefrom July 2015, following Berkshire Hathaway and 3G Capital’s acquisition of H.J. Heinz Company in June 2013 and subsequent combination with Kraft Foods Group in July 2015.2015, to May 2022. Since February 2022, he also serves as a director of Hunter Douglas Group, global leader in the window coverings industry. Mr. Behring has also served as a director of Anheuser-Busch Inbev,InBev, a global brewer, since April 2014.from March 2014 until March 2019. Previously, Mr. Behring spent 10ten years at GP Investimentos,Investiments, one of Latin America’s premier private-equity firms, including eight years as a partner and member of the firm’s Investment Committee. He served for seven years, from 1998 throughuntil 2004, as Chief Executive Officer of America Latina Logistica (“ALL”), one of Latin America’s largest railroad and logistics companies. He also served as a director of ALL until December 2011. From July 2008 tountil May 2011, Mr. Behring served as a director of CSX Corporation, a U.S. rail-based transportation company. Mr. Behring is 4957 years old and resides in Connecticut, United States.Rio de Janeiro, Brazil. At our 2023 annual meeting, he received 89% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Behring due to his experience in executive roles at private equity firms and as CEO for a large railroad and logistics company as well as his recent experience as ChairmanChair of the Board of RBI and its predecessor and the Kraft Heinz Company. In addition, the Board considered his knowledge of strategy and business development, finance, risk assessment, logistics and leadership development. |
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Proposal 1 – Election of Directors | | | Marc CairaMaximilien de Limburg Stirum
| Independent Committees: Audit Conflicts | | BUSINESS EXPERIENCE: Mr. de Limburg Stirum has served on our Board since June 2020. Mr. de Limburg Stirumhas served as the Executive Chairman of Société Familiale d’Investissements (“SFI”), an investment holding company, since May 2012 and as Chief Executive Officer and a director of Denarius S.A., a private investment advisor to SFI. Prior to that, he served as Chief Investment Officer of Compagnie Nationale a Portefeuille, an investment firm, from January 1995 to December 2011. Mr. de Limburg Stirum has served as a director on a number of company boards, including Tikehau Capital, an asset management company listed in Paris, since May 2023, EPS, a company holding a significant investment in AB InBev, since June 2013 and Synatom, a nuclear energy company, since March 2021, on which he also serves on the audit committee. He previously served as a director and audit committee member of Forest and Biomass Holding from May 2015 to December 2018, of Quick Restaurants S.A., a quick service restaurant company in Belgium and of Groupe Flo, a restaurant company in France. Mr. de Limburg Stirum is 52 years old and resides in Brussels, Belgium. At our 2023 annual meeting, he received 99.6% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. de Limburg Stirum due to his experience in executive roles at private investment firms and his experience in the quick service restaurant industry. In addition, the Board considered his global leadership experience in strategy and business development, finance, and leadership development as well as his insight into corporate governance, accounting, and mergers and acquisitions, with specific geographic expertise for Europe. |
| | | J. Patrick Doyle | Executive Chair Committees: None. | | BUSINESS EXPERIENCE: Mr. Doyle has served as Executive Chair of our Board since January 2023 and as Executive Chairman of RBI since November 2022. Most recently, he served as an executive partner focused on the consumer sector of the Carlyle Group, a global diversified investment firm, from September 2019 through November 2022. Prior to that he served as the chief executive officer of Domino’s Pizza, from March 2010 to June 2018, having served as president from 2007 to 2010, as executive vice president of Domino’s Team USA from 2004 to 2007 and as executive vice president of Domino’s Pizza International from 1999 to 2004. Mr. Doyle has served on the board of directors of Best Buy Co., Inc. since November 2014, has been the Chairman of Best Buy’s board since May 2020 and is stepping down in June 2024. Mr. Doyle earned his M.B.A. from The University of Chicago Booth School of Business, and his B.A. from The University of Michigan.Mr. Doyle is 60 years old and resides in Florida, United States.At our 2023 annual meeting, he received 99% votes in favor of his election. QUALIFICATIONS The Board nominated Mr. Doyle due to his experience as the former CEO of Domino’s Pizza. The Board also considered Mr. Doyle’s experience leading one of the restaurant industry’s most successful transformations by focusing on putting the guest experience first, franchisee profitability, and being the best at digital ordering and food quality. In addition, the Board considered his global leadership experience in strategy and business development, finance, and leadership development as well as his insight into brand marketing and mergers and acquisitions. |
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Proposal 1 – Election of Directors | | | Cristina Farjallat | Independent Committees: Compensation | | BUSINESS EXPERIENCE: Ms. Farjallat has served on our Board since January 2023. Ms. Farjallat has served as regional sales director, mid-market Latin America for Facebook Brasil since March 2020. Prior to joining Facebook, Ms. Farjallat served as senior director of marketplace/chief marketing officer for Mercado Livre do Brasil, a marketplace and fintech company, from March 2017 through February 2020. She served as founder and chief executive officer of Tiena Indústria s Comércio de Cosméticos Ltda, a cosmetics company, from January 2009 to October 2016. Ms. Farjallat served as an advisor to Americanas, a publicly-traded retail, online commerce and fintech company, from December 2021 to April 2023 and served on its digital committee. From June 2021 to December 2021, she served as an independent board member of Lojas Americanas S.A., one of South America’s largest retailers. Ms. Farjallat earned her MBA from Harvard Business School and her bachelor’s degree from Universidade de São Paolo. Ms. Farjallat is 52 years old and resides in São Paolo, Brazil. At our 2023 annual meeting, she received 98% votes in favor of her election. QUALIFICATIONS The Board nominated Ms. Farjallat because of her experience in international executive leadership roles. In addition, the Board considered her knowledge of strategy, business development, marketing, and digital expertise. |
| | | Jordana Fribourg | Independent Committees: None | | BUSINESS EXPERIENCE: Mr. CairaMs. Fribourg has served on our Board since May 2023. Ms. Fribourg serves as Vice ChairmanChief Talent Officer, Board Observer at Continental Grain Company, an international agribusiness and investment company based in New York City, NY since December 12, 2014. Previously, Mr. CairaMarch 2020. Prior to taking this role, she was a Senior Associate, Corporate Investment from 2017 to 2020 supporting various transactions, including M&A, Capital Markets, Venture Capital and Private Equity funds. From 2010 to 2012, Ms. Fribourg had co-founded Arte Sempre LLC, a streetwear branding company making art accessible through the medium of hand-made sustainable sportswear. She has served on the board of directors of Kona Ice since 2023, Woof Gang Bakery since 2020 and the Fribourg Family Foundation since 2019. She also had served as President and CEO of Tim Hortons Inc. from July 2013 until December 2014. He was also a director of Tim Hortons Inc.Joyride Coffee Distributors from 2018 to 2019. Ms. Fribourg received her MBA from Columbia Business School and her B.A. from Brown University. Ms. Fribourg is 36 years old and resides in New York, United States. At our 2023 annual meeting, she received 93% votes in favor of her election.
QUALIFICATIONS The Board nominated Ms. Fribourg due to her experience in a leadership role of an international agribusiness and investment company, and as a director of several private companies that are in the food and franchise industries. In addition, the Board considered her knowledge of human capital, talent management and selection, capital allocation and investment, and corporate social responsibility and community involvement. |
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Proposal 1 – Election of Directors | | | Ali Hedayat | Lead Independent Director Committees: Audit (Chair) Conflicts (Chair) Nominating and Corporate Governance | | BUSINESS EXPERIENCE: Mr. Hedayat has served on our Board since July 2016. Mr. Hedayat is the founder and has been Managing Director of Maryana Capital, a financial firm in Toronto, Ontario, Canada, since March 2015. He previously cofounded Edoma Capital in London, a capital fund, where he worked from 2010 until December 2012, and was a partner at Indus Capital, a capital fund in London, from May 2013 until December 2014. Before his appointmentMarch 2015. Mr. Hedayat held progressively more senior roles at the Goldman Sachs Group from 1997 to 2010, including from 2005 to 2007 as President and CEO of Tim Hortons Inc., Mr. Caira was Global CEO of Nestle Professional. He was also a memberManaging Director of the executiveEuropean Principal Strategies group and from 2007 to 2010 as Managing Director and Co-head of the Americas Principal Strategies group. Mr. Hedayat has served on the board of Nestle SA,DRI Healthcare Trust, a TSX traded trust with a portfolio of pharmaceutical and biotechnology investments, since June 2020 and RMM Management, a public music royalty company, from August 2020 to July 2021. Mr. Hedayat previously served on the world’s largest foodboard and beverage company. Prior to being named Global CEOaudit committee of Nestle Professional in 2008, Mr. Caira served in various roles, including Global Head of Strategic Business for Nestle Foodservices in Switzerland, President and CEO of Parmalat North America, Chief Operating Officer of Parmalat Canada, and President, Food Services and Nescafe Beverages for Nestle Canada. Mr. Caira also serves as a director of Hydro OneU.S. Geothermal Inc., a Canadian publicrenewable energy transmissioncompany, from February 2017 until March 2018 and, distribution company. On December 15, 2014, we engagedfrom May 2018 through July 2019, served on the board and governance and nomination committee of Crius Energy, an independent energy retailer in the United States. Mr. Caira to provide RBI with consulting services to provide transition services and assist with our global expansion strategy. Mr. CairaHedayat is 6249 years old and resides in Ontario, Canada. At our 2023 annual meeting, he received 95% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Caira due toHedayat because of his significant experience asin investment banking and outside board service. In addition, the recent President and CEO of Tim Hortons Inc.Board considered his international experience as well as his past experienceknowledge of finance, mergers and acquisitions and corporate governance. |
| | | Marc Lemann | Independent Committees: None | | BUSINESS EXPERIENCE: Mr. Lemann has served on our board since June 2021. Mr. Lemann is an investor and entrepreneur with a broad range of business and investment experience. He is the founder and director of Maai Ltd., which has invested in ventures and public equities since January 2018. He previously co-founded Go4it Capital, a venture capital firm that has invested in sports technology, digital media, health and wellbeing ventures, and has served as a director since February 2016. Mr. Lemann has served as a member of the executivegeneral partner of Growth Interface Fund, a long-only public equities fund, since December 2017. Previously, from October 2015 until January 2022, Mr. Lemann served as a director of Go4it Esportes e Entretenimento S.A., a sports agency and business incubator he co-founded in Brazil. Since April 2022, Mr. Lemann has served as a member of the board of directors of São Carlos Empreendimentos e Participações S.A., a commercial real estate investment and management company in Brazil that is publicly held and listed on the world’s largest foodBrazilian stock exchange, and beveragewas previously an alternate board member from April 2020 to April 2022. Mr. Lemann graduated from Columbia University with a Bachelor of Arts majoring in economics. Mr. Lemann is 32 years old and resides in Switzerland. At our 2023 annual meeting, he received 93% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Lemann due to his business, investment and merger and acquisition knowledge, including his experience in digital technology, venture financing, and real estate. |
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Proposal 1 – Election of Directors | | | Jason Melbourne | Independent Committees: Audit Compensation Conflicts | | BUSINESS EXPERIENCE: Mr. Melbourne has served on our board since September 2020. Mr. Melbourne has been the Head of Canadian Capital Markets at Canaccord Genuity since June 2023 and is also a member of its global operating committee. Prior to this role, Mr. Melbourne was Global Head of Distribution at Canaccord Genuity from October 2020 to June 2023. He previously served as Global Head of Canadian Equities from May 2010 to October 2020 and as Principal, Sales & Trading for Genuity Capital Markets beginning in January 2005. Prior to his time at Canaccord Genuity, he was Director of Sales and Trading at CIBC World Markets from June 2001 to January 2005. Mr. Melbourne has served on the board of directors at Lay-Up, a youth basketball foundation that strives to empower youth with the confidence and life skills to become the community leaders of tomorrow, since March 2018, and Huron College – University of Western Ontario, since September 2021. From November 2019 to March 2021, he served on the board of directors of the Ontario Lottery and Gaming Corporation, an agency that develops world-class gaming entertainment in the Province of Ontario. Mr. Melbourne is 52 years old and resides in Ontario, Canada. At our 2023 annual meeting, he received 98% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Melbourne due to his experience in executive roles at a large financial services company. In addition, the Board considered his knowledge of strategyfinance and business development, finance, marketing and consumer insights, risk assessment, leadership development and succession planning.capital markets as well as his knowledge of the Canadian market. |
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Proposal 1 – Election of Directors
| | | Martin E. FranklinDaniel S. Schwartz
| Independent Committees: Audit
ConflictsNone
| | BUSINESS EXPERIENCE: Mr. Franklin Schwartz has served on our Board since December 2014. Mr. Franklin previously served on the board of Burger King Worldwide, Inc. from June 2012 to December 2014. Mr. Franklin was the founder and Executive Chairman of Jarden Corporation, a broad based consumer products company. He was appointed to Jarden’s board of directors in June 20012014 and served as Co-Chair from January 2019 to January 2023. Mr. Schwartz served as the Chief Executive Officer of RBI and its Chairmanpredecessor BKW from June 2013 until January 2019 and CEO from September 2001 until June 2011, at which time he was appointed as Executive Chairman. He served as Executive Chairman until April 2016 when Jarden merged with Newell Brandsfrom January 2019 through June 2019. Mr. Schwartz joined Burger King Holdings, Inc., the predecessor to BKW, in October 2010 as Executive Vice President, Deputy Chief Financial Officer. From January 2011 until March 2013, he served as Chief Financial Officer of BKW and from March 2013 until June 2013, he served as Chief Operating Officer. Mr. Schwartz is co-Managing Partner of 3G Capital, a global consumer and commercial products company.investment firm. Since April 2016, Mr. FranklinFebruary 2022, he has also served as a director of Newell Brands, Inc.privately held Hunter Douglas Group, global leader in the window coverings industry. From 2012 until February 2015, Mr. Franklin is founder and chairman of Platform Specialty Products Corporation, a specialty chemicals company, and has served as a director since April 2013. Mr. Franklin is co-founder and co-chairman of Nomad Foods Limited, a leading European frozen food company and has served as a director since April 2014. Mr. Franklin is also a principal and executive officer of a number of private investment entities. Between 1992 and 2000, Mr. Franklin served as the Chairman and/or CEO of three public companies, Benson Eyecare Corporation, an optical products and services company, Lumen Technologies, Inc., a holding company that designed, manufactured and marketed lighting products, and Bollé Inc., a holding company that designed, manufactured and marketed sunglasses, goggles and helmets worldwide. Previously, Mr. FranklinSchwartz served as a director of the following public companies: Apollo Investment Corporation, a closed-end management investment company from April 2004 to December 2006; Liberty Acquisition Holdings Corpfrom June 2007 until its business combination with Promotora de Informaciones, S.A., a Spanish media company (Grupo Prisa) in November 2010; Grupo Prisa from November 2010 to December 2013; Liberty Acquisition Holdings International Company from January 2008 until its acquisition of PhoenixCarrols Restaurant Group, Holdings, a UK based provider of insurance services, in September 2009; Freedom Acquisition Holdings, Inc., from June 2006 until its acquisition of GLG Partners, Inc. (“GLG”), a hedge fund,RBI’s largest Burger King franchisee in November 2007; GLG from November 2007 to October 2010; and Kenneth Cole Productions, Inc., a stylish apparel and accessory manufacturer and retailer, from July 2005 to December 2011.the United States. Mr. FranklinSchwartz is 5143 years old and resides in Florida, United States. At our 2023 annual meeting, he received 99.5% votes in favor of his re-election. QUALIFICATIONS The Board nominated Mr. Franklin due toSchwartz because of his experience as the founder, CEO and Co-Chair/ExecutiveChairman of a broad-based consumer products company and as a principal and executive officer of a number of public and private investment companies, his recent experience as a director of RBI and its predecessor and as a director of multiple public and private companies in various industries.predecessors. In addition, the Board considered his knowledge of strategy and business development, finance, marketing and consumer insights, risk assessment, mergers and acquisitions, leadership development and succession planning. |
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Proposal 1 – Election of Directors | | | Paul J. FribourgThecla Sweeney
| Independent Committees:
Audit (Chair)
Compensation
Conflicts (Chair)
| | BUSINESS EXPERIENCE:
Mr. Fribourg has served on our Board since December 12, 2014. Previously, Mr. Fribourg served on the board of Burger King Worldwide, Inc.Committees:
Nominating and its predecessor from October 2010 to December 2014. Since July 1997, Mr. Fribourg has served as the Chairman and CEO of Continental Grain Company, an international agribusiness and investment company. Prior to taking this role, he held a variety of positions with increasing responsibility, from Merchandiser and Product Line Manager to Group President and Chief Operating Officer. Mr. Fribourg has been a director of Loews Corporation, a large diversified holding company, since October 1997. Mr. Fribourg is also a director of Estee Lauder Companies, Inc., one of the world’s leading manufacturers and marketers of quality skin-care, make-up, fragrances and hair products, Apollo Global Management, LLC, an alternative investment management firm, and Castleton Commodities International, a leading merchant energy company. He was a director of Smithfield Foods, Inc., the world’s largest pork producer and processor, from May 2007 until September 2009, Power Corporation of Canada, a diversified management and holding company, from 2005 until 2008, Premium Standard Farms, Inc., a subsidiary of Smithfield Foods, Inc., from May 1998 until April 2007, and Vivendi, S.A., a French international media conglomerate, from January 2003 until June 2006. Mr. Fribourg is 62 years old and resides in New York, United States. QUALIFICATIONS
The Board nominated Mr. Fribourg due to his experience as the CEO of an international agribusiness and investment company, as a recent director of RBI and its predecessor and as a director of multiple public and private companies in various industries. In addition, the Board considered his knowledge of strategy and business development, finance, corporate governance, risk assessment and leadership development.
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Proposal 1 – Election of Directors
| | | Neil Golden
| Independent
Director Nominee
| | BUSINESS EXPERIENCE:
Mr. Golden served as Senior Vice President and Chief Marketing Officer for McDonald’s Corporation’s U.S. segment from November 2007 to September 2013 and retired from McDonald’s in February 2014. Prior to that, he served in positions of increasing responsibility at McDonald’s since 1989. Prior to joining McDonald’s, Mr. Golden held positions at Burger King Corporation and RC Cola Co.
Since May 2014, Mr. Golden has provided marketing and management advisory services to portfolio companies of Bain Capital, a private equity firm. He is also engaged with his alma mater Northwestern University, where he has served as a faculty advisor and adjunct professor since June 2014. Mr. Golden has served as an advisory board member for Home Partners of America, a company that provides a lease-to-own homeownership program and services, since September 2014. In addition, since April 2015, he has served as an executive consultant to Revenue Management Solutions, a firm specializing in providing pricing guidance to the restaurant and retail categories. He also competed on the Men’s International Professional Tennis Tour. Mr. Golden is 54 years old and resides in Illinois, United States.
QUALIFICATIONS
The Board nominated Mr. Golden due to his extensive experience as a senior marketing executive in the quick service restaurant industry as well as advisory roles in complementary industries. In addition, the Board considered his knowledge of marketing and consumer insights, strategy and business development, strategic branding and positioning, and leadership development.
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Proposal 1 – Election of Directors
| | | John A. Lederer
| Independent
Committees:
None
| | BUSINESS EXPERIENCE:
Mr. Lederer has served on our Board since December 12, 2014. Previously, Mr. Lederer served on the board of Tim Hortons Inc. from February 2007 to December 2014. From August 2010 to July 2015, Mr. Lederer served as President and CEO of U.S. Foods, Inc., a leading U.S. food distributor. Mr. Lederer ultimately retired from U.S. Foods, Inc. in December 2015. From April 2008 to August 2010, he served as Chairman and CEO of Duane Reade, a privately held chain of retail pharmacies located primarily in the New York City area. Prior to his position with Duane Reade, from 2001 through September 2006, Mr. Lederer served as President of Loblaw Companies Limited, Canada’s largest food distributor. Mr. Lederer also served as a director of Loblaw Companies Limited for much of this period, capping a 30-year career with Loblaw and its subsidiary companies during which he held a number of senior leadership positions. In these roles, he was responsible for the operation, performance, innovation and growth of national and regional banners, businesses and divisions. On January 1, 2016, Mr. Lederer became a director of U.S. Foods. In April 2015, Mr. Lederer became a director of The Walgreens Company, the largest drug retailing chain in the United States. Mr. Lederer has agreed to join the board of Maple Leaf Foods, one of Canada’s leading consumer packaged meats companies, effective May 2016. Mr. Lederer has served as a member of the board of directors of the Tim Horton Children’s Foundation since May 2008. Mr. Lederer is 60 years old and resides in Alberta, Canada.
QUALIFICATIONS
The Board nominated Mr. Lederer due to his significant experience as President and CEO of a leading U.S. food distributor, as an executive in the food industry over many years and as a director of RBI and Tim Hortons Inc. In addition, the Board considered his knowledge of strategy and business development, operations, risk assessment and leadership development.
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Proposal 1 – Election of Directors
| | | Thomas V. Milroy
| Independent
Committees:
Audit
Conflicts
| | BUSINESS EXPERIENCE:
Mr. Milroy has served on our Board since December 12, 2014. Previously, Mr. Milroy served on the board of Tim Hortons Inc. from August 2013 to December 2014. In February 2016, he became a director of Interfor Corporation, a large lumber producer. He is currently the President of a family holding company and Managing Director of Generation Capital Limited, a private investment company. From March 2008 to October 2014, he served as Chief Executive Officer of BMO Capital Markets, where he was responsible for all of BMO’s business involving corporate, institutional and government clients globally. He acted as senior advisor to the CEO of BMO Financial Group from November 2014 to January 2015.
Mr. Milroy holds a Bachelor of Law and Master of Law from Cambridge University, an LLB from Dalhousie University, and a Bachelor of Arts from McGill University. He has also completed the Advanced Management Program at the Harvard Business School. Mr. Milroy is a member of the Law Society of Upper Canada. Mr. Milroy is 60 years old and resides in Ontario, Canada.
QUALIFICATIONS
The Board nominated Mr. Milroy because of his significant experience as past CEO of a large financial services company and as a director of RBI and Tim Hortons Inc. In addition, the Board considered his knowledge of finance, investment and corporate banking, mergers and acquisitions, strategy and business development, risk assessment and leadership development.
| | Daniel S. Schwartz
| Committees:
None
| | BUSINESS EXPERIENCE:
Mr. Schwartz has served on our Board and as our CEO since December 12, 2014. From June 2013 until December 2014, Mr. Schwartz served as CEO, from April 2013 until June 2013, he served as Chief Operating Officer and from January 2011 until April 2013, he served as Chief Financial Officer of Burger King Worldwide, Inc. and its predecessor. Mr. Schwartz joined Burger King Holdings, Inc. in October 2010 as Executive Vice President, Deputy Chief Financial Officer. Since January 2008, Mr. Schwartz has been a partner with 3G Capital, where he was responsible for managing 3G Capital’s private equity business. He joined 3G Capital in January 2005 as an analyst and worked with the firm’s public and private equity investments until October 2010. From March 2003 until January 2005, Mr. Schwartz worked for Altair Capital Management, a hedge fund located in Stamford, Connecticut and served as an analyst in the mergers and acquisitions group at Credit Suisse First Boston from June 2001 to March 2003. From 2012 to February 2015, Mr. Schwartz served as a director of Carrols Restaurant Group, Inc., RBI’s largest Burger King franchisee. Mr. Schwartz is a director of 3G Capital. Mr. Schwartz is 35 years old and resides in Florida, United States.
QUALIFICATIONS
The Board nominated Mr. Schwartz because of his experience as the CEO of RBI and its predecessor. In addition, the Board considered his knowledge of strategy and business development, finance, marketing and consumer insights, risk assessment, mergers and acquisitions, leadership development and succession planning.
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Proposal 1 – Election of Directors
| | | Carlos Alberto Sicupira
| Independent
Committees:
Compensation
Nominating and
Corporate Governance
| | BUSINESS EXPERIENCE: Mr. SicupiraMs. Sweeney has served on our Board since DecemberJanuary 2022. Ms. Sweeney is a partner and co-founder of Alphi Capital Inc., a private investment firm formed in August 2022. Prior to founding Alphi, from 2004 to 2022, Ms. Sweeney was a member of the investment team at Birch Hill Equity Partners, a leading Canadian mid-market private equity firm focused on investments in the consumer, healthcare and telecom industries. In the 12 2014years that Ms. Sweeney was a partner at Birch Hill, she spent the last four as an Operating Partner and previouslyExecutive Chair and Chief Executive Officer for Motion LP, a privately-held provider of complex mobility and accessibility solutions in Canada. Prior to joining Birch Hill, Ms. Sweeney worked on the start-up of Porter Airlines, was a consultant at Bain & Company and spent three years in the Chairman’s Office of George Weston Limited. Since March 2023, she has served on the board of Burger King Worldwide,Dollarama Inc. and its predecessor from October 2010 to December 2014. Mr. Sicupira is one of the founding Principal Partners of 3G Capital and continues to serve as a board member. Mr. Sicupira also serves as a member of the board of directors of Anheuser-Busch InBev. Mr. Sicupira has been Chairman of Lojas Americanas, one of South America’s largest retailers, since 1981, where he served as Chief Executive Officer until 1992. He also is a member of the Board of Dean’s Advisors of Harvard Business School since 1998 and serves on the boards of Fundação Brava and Fundação Estudar, not-for-profit foundations in Brazil. Mr. Sicupira is 67 years old and resides in St. Moritz, Switzerland.
QUALIFICATIONS
The Board nominated Mr. Sicupira due to his experience as the CEO of a large South American retailer, as a director of RBI and its predecessor and as a director of multiple public and private companies in various industries. In addition, the Board considered his knowledge of strategy and business development, marketing and consumer insights, supply chain management and distribution and finance.
| | Roberto Moses Thompson Motta
| Independent
Committees:
None
| | BUSINESS EXPERIENCE:
Mr. Thompson Motta has served on our Board since December 12, 2014. Previously, Mr. Thompson Motta served on the board of Burger King Worldwide, Inc. from July 2013 to December 2014. From 1986 to 1992, Mr. Thompson Motta worked in the corporate finance department of Banco Garantia, Brazil’s largest investment bank. From 1993 to 2004, he was the founding and managing partner of GP Investimentos and a member of its board of directors until September 2010. Mr. Thompson Motta has also served as a member of the boards of directors of Companhia de Bebidas das Américas, or AMBEV, a Brazilian brewing company, since September 1998 (and AmBev S.A. since July 2013), Lojas Americanas since August 2001 and São Carlos Empreendimentos e Participações S.A., a leading commercial real estate investment and management company in Brazil, since September 2001. From August 2004 to April 2014, Mr. Thompson Mottapublicly-traded Canadian value retailer. She served on the board of directors of Anheuser Busch InBev. Mr. Thompson MottaMotion LP from 2014 to January 2023. From 2010 to April 2022, she served on the board of Mastermind LP, a privately-held specialty toy retailer and from 2019 to July 2022 she served on the board of FlexNetworks LP, a privately-held telecom business. From 2012 to 2017, she served on the board of Sleep Country Canada, a specialty retailer of mattresses and accessories. Ms. Sweeney is one of the founding partners of 3G Capital and continues to serve as a board member. Mr. Thompson Motta is 5852 years old and resides in New York, United States.Ontario, Canada.At our 2023 annual meeting, she received 99.8% votes in favor of her re-election.
QUALIFICATIONS The Board nominated Mr. Thompson MottaMs. Sweeney due to hisher experience in executive roles at private equity firms, as a director of RBI and its predecessorCEO and as a director of multiple public and private companies in various industries.industries and as a consultant. In addition, the Board considered hisher knowledge of retail, operations, strategy and business development, finance, real estate and leadership development. |
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Proposal 1 – Election of Directors
| | | Alexandre Van Damme
| Independent
Committees:
Nominating and
Corporate Governance
| | BUSINESS EXPERIENCE:
Mr. Van Damme has served on our Board since December 12, 2014. He previously served on the board of Burger King Worldwide, Inc. and its predecessor from December 2011 to December 2014. Mr. Van Damme has served as a member of the board of directors of Anheuser-Busch InBev since 1992. He joined the beer industry early in his career and held various operational positions within Interbrew, a large Belgian-based brewing company that merged with Anheuser-Busch to form Anheuser-Busch InBev, until 1991, including Head of Corporation Planning and Strategy. He has managed several private venture holding companies and is currently a director of Patri S.A. (Luxembourg). He is also a board member of Jacobs Douwe Egberts B.V., a Dutch company that processes and trades coffee, tea and other groceries and a member of various private family owned companies. He is also an administrator of the InBev Baillet-Latour Fund, a foundation that encourages social, cultural, artistic, technical, sporting and philanthropic achievements, as well as a director of DKMS, the largest bone marrow donor center in the world, and a member of the Insead International Council. Mr. Van Damme graduated from Solvay Business School in Brussels. Mr. Van Damme is 54 years old and resides in Brussels, Belgium.
QUALIFICATIONS
The Board nominated Mr. Van Damme due to his experience as an executive of a large brewing company that is a major consumer brand, his experience as a director of RBI and its predecessor, as well as experience in managing several private venture holding companies. In addition, the Board considered his knowledge of strategy and business development, risk assessment and leadership development.finance.
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If elected, each of the aforementioned nominees has consented to serve as directorsa director and hold office until the close of the 20172025 Annual Meeting of Shareholders andor until theirhis or her respective successors havesuccessor has been elected and qualified.or appointed. Recommendation of the Board of Directors The Board of Directors recommends a vote “FOR” each of the director nominees. | | | | | | | Page 20| 2016 Proxy Statement8 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
In this section, you can read about CORPORATE GOVERNANCE MAJORITY INDEPENDENT BOARD Elected by majority vote Annual performance self-evaluations | | | | | | | Page 21| 2016 Proxy StatementRestaurant Brands International | | Restaurant Brands International2024 Proxy Statement
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Corporate Governance CORPORATE GOVERNANCE Corporate Governance Guidelines
Our Board supervises and directs the management of our business and affairs are managed under the direction of our Board of Directors. Our Boardand believes that good corporate governance is a critical factor in achieving business success and in fulfilling the Board of Directors’Board’s responsibilities to shareholders. The Restaurant Brands International Inc. Board of Directors Corporate Governance Guidelines, as amended (the “Governance Guidelines”) provide a framework for corporate governance in accordance with theapplicable Canadian and U.S. securities laws, the NYSE listing standards, the TSX rules, the requirements under the CBCA and our organizational documents. Highlights of our Governance Guidelines are described below: | › | | A majority of directorsmembers of the Board must be independent as defined by the NYSE and TSX listing standards and applicable U.S. and Canadian and U.S. securities laws;laws. |
| › | | Our board strives for a balance of diverse characteristics among directors in terms of their race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise. The Board willpreviously set a target to have three standingwomen comprise at minimum 30% of its members by our 2024 Annual Meeting and met that target at our 2023 Annual General Meeting. |
| › | | The committees – anof the Board are the Audit Committee, athe Compensation Committee, the NCG Committee and a Nominating and Corporate Governance Committee (“NCG Committee”) – and athe Conflicts Committee. The Board may create and maintain other committees from time to time. Committee membership assignments are determined by the Board, on recommendation of the NCG Committee, taking account of RBI’sour needs, individual attributes, and other relevant factors;factors. |
| › | | Each director serving on the Audit Committee will be an independent director as determined in accordance with the listing standards of the NYSE and TSX and applicable securities laws and each director serving on the Conflicts Committee will be an independent director as defined under the partnership agreement;agreement. |
| › | | Executive sessions or meetings of non-employee directors without management present will be held as part of each regularly scheduled Board meeting;meeting. |
| › | | A director may not accept a position on the board or audit committee of any other public company without first reviewing the matter with the ChairmanExecutive Chair of the Board;Board, subject to limitations on the number of other public boards as set forth in our Governance Guidelines. |
| › | | Director orientation programs will beare provided to all new directors either prior to or within a reasonable period of time after their nomination or election to the Board;Board. |
| › | | The Board, with the assistance of the NCG Committee, will conduct an annual performance self-evaluation of the full Board to determine whether the Board and its committees are functioning effectively;effectively. |
| › | | The NCG Committee oversees and evaluates the Board’s performance and its compliance with our Governance Guidelines and other corporate governance regulations and principles; |
principles. › | | Each director nominee must agree to tender his resignation for consideration by the Board if such director fails to receive a majority of votes cast in any uncontested re-election, as described more fully under “– Majority Voting Policy” below. |
The NCG Committee monitors compliance with the Governance Guidelines. In addition, the NCG Committee periodically reviews our Governance Guidelines, and, if appropriate, will recommend changes to the Board. The full text of our Governance Guidelines is available in the “Investors – “Investors—Corporate Governance” section of our website at www.rbi.com, as well as under the RBI issuer profile on SEDARSEDAR+ at www.sedar.com,www.sedarplus.com and is incorporated herein by reference. No other information on our website or any other website referenced in this document is incorporated into this proxy statement, and such information should not be considered part of this proxy statement. Any request for a copy of the Governance Guidelines may be directed to Restaurant Brands International Inc., 226 Wyecroft Road, Oakville,130 King Street West, Suite 300, P.O. Box 339, Toronto, Ontario L6K 3X7, Canada M5X 1E1, Attention: Corporate Secretary. Upon receipt of a request, a copy will be provided free of charge. Board Leadership Structure
Our Board has an independent Chairman, Alexandre Behring, and a Vice Chairman, Marc Caira. While our Board has not developed a written position description for the Chairman of the Board or the Chairpersons of our committees, our Governance Guidelines set forth the role of the Chairman and Vice Chairman and the charters of
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Corporate Governance each Committee set forth the roleBoard Leadership Structure
Our Board currently has an Executive Chair, Patrick Doyle, and a Lead Independent Director, currently Ali Hedayat. Mr. Doyle has served as Executive Chair of the Committee Chairman. Specifically, theour Board since January 2023 and was appointed Executive Chairman of the Board is responsible for facilitatingRBI, an officer position, in November 2022. Mr. Hedayat has served as Lead Independent Director since June 2023 and RBI has had a highly functioning and effective Board, providing overall leadership and encouraging open communications and the Vice Chairman of the Board assists the Chairman and serves at meetings at which the Chairman is not in attendance or is unable to participate in a motion. The Chairman of each committee is responsible for setting the frequency and length of the meetings, setting meeting agendas consistentlead independent director role since October 2020. Our governing documents provide us with the Committee’s charter and reporting onflexibility to determine the activitiesappropriate leadership structure that is in the best interests of that committee to the full Board on a periodic basis. RBI. Our Board has not adopted a formal policy regarding the need to separate or combine the offices of ChairmanChair of the Board and Chief Executive Officer as the Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the ChairmanChair and CEO in any way that it deems in the best interests of RBI at a given point in time. While our Board has not developed written position descriptions for these positions or the Chairs of our committees, our Governance Guidelines and the charter of each committee sets forth the role of the relevant Chair. At the present time, the positions of ChairmanExecutive Chair of the Board and CEO are filled by different individuals. Ourindividuals and our CEO Daniel Schwartz, is also a member ofdoes not sit on the Board. Under the authority and overall direction and supervision of the Board, the CEO is responsible for executing RBI’s current strategic plans and initiatives and overseeing and directing the general management of the business and affairsoperations of RBI, with the objective of enhancing long-term shareholder value. We believe thatThe Chair or Executive Chair, as the current separation of roles provides a more effective monitoring and objective evaluationcase may be, of the CEO’s performance.Board is responsible for facilitating a highly functioning and effective Board, providing overall leadership, encouraging open communications and guiding the Board in the development of a long-term value creation strategy for RBI. Given the particular experience of Messrs. Doyle and Kobza, the Board believes this leadership structure is appropriate at this time because it separates the leadership of the Board from the duties of day-to-day leadership of the company. Mr. Doyle has extensive experience in the industry and is able to provide the Board and our senior executives, including our CEO, with unparalleled perspective, guidance, advice and leadership regarding RBI’s business, operations and strategy. As Mr. Doyle does not have daily operational responsibilities, he is able to focus on leading the Board in fulfilling its oversight and governance responsibilities. Mr. Doyle acts as a bridge between the Board and the CEO, offering guidance and strategic direction. Mr. Doyle also works collaboratively with our Lead Independent Director Mr. Hedayat. While Mr. Doyle, as Executive Chairman, is an officer of RBI and therefore not independent under the NYSE rules, he does not serve as CEO, is not responsible for the daily operations of the company and does not receive any salary or bonus in connection with his service to RBI. Mr. Doyle’s primary responsibilities as Executive Chair of the Board include: regular engagement with the CEO to review business issues, results, strategy and key projects focus on big growth unlocks, franchisee success, investor and media engagement leading strategic discussions at full meetings of the Board participation in offsite business reviews and annual senior leadership meetings market visits on a regular cadence with members of senior management The primary responsibilities of our Lead Independent Director include: presiding at Board meetings at which the Executive Chair is not present; including executive sessions of independent directors; serving as a liaison between the Executive Chair and the independent directors; previewing information provided to the Board and approving meeting agendas, which may include consideration of risk matters; calling meetings of independent directors; and being available to represent the board in communications with shareholders and other stakeholders. The Chair of each committee also has a specific role on the Board and is responsible for setting the frequency and length of the meetings, setting meeting agendas consistent with the committee’s charter, and reporting on the activities of that committee to the full Board on a periodic basis. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 11 |
Corporate Governance Our Board has not developed a written position description for our CEO. Our Board and CEO develop, on an annual basis, corporate goals and objectives and parameters within which the CEO operates the business of RBI.our business. Our Board and CEO also establish annual performance goals to measure the CEO’s individual achievement for purposes of our annual bonus program. The Compensation Committee of the Board is also responsible for annually evaluating the CEO against these objectives. For a further discussion of the corporate goals and objectives and the measures by which our CEO is evaluated, please see our CD&ACompensation Discussion & Analysis beginning on page 3530 of this proxy statement. Meetings During 2015,2023, the Board held a total of 5six meetings. Each incumbent director attended during 2023 at least 75% of the aggregate of (1) the total number of meetings of the Board held during the period for which he had been a director and (2) the total number of meetings of the committee(s) ofeach committee on which he was a memberor she served, in each case during the period that he served. Mr. Golden, our non-incumbent director nominee, did not servedirector’s term on ourthe Board or such committee. The Audit Committee met six times, the Compensation Committee met two times and the NCG Committee met once during 2015. The specific number2023 and all directors who were members of boardthe applicable committee at the time attended all meetings attended last year byof each of our incumbent directors was as follows:such committee. | | | Director
| | Board Meetings
Attended | Alexandre Behring
| | 5/5 | Marc Caira
| | 5/5 | Martin E. Franklin
| | 4/5 | Paul J. Fribourg
| | 5/5 | John A. Lederer
| | 5/5 | Thomas V. Milroy
| | 5/5 | Alan Parker
| | 5/5 | Daniel S. Schwartz
| | 5/5 | Carlos Alberto Sicupira
| | 4/5 | Roberto Moses Thompson Motta
| | 5/5 | Alexandre Van Damme
| | 4/5 |
In accordance with our Governance Guidelines, the ChairmanExecutive Chair of the Board will generally determine the frequency and length of Board meetings and will set the agenda for each Board meeting.meeting, with the input of the Lead Independent Director. Board members are encouraged to suggest the inclusion of additional items on an agenda, and any director may request that an item be placed on an agenda. Board meetings are generally held pursuant to a pre-determined schedule, with additional meetings scheduled as necessary. During 2023, Mr. Doyle presided over the executive sessions of the Board. In 2023, the Board met in executive session four times. Additionally, the Lead Independent Director presides over sessions of independent directors that are not affiliated with 3G Capital. One such meeting was held in 2023. We encourage all directors to attend the annual meetings of our shareholders. Mr. Schwartzshareholders, and two of our directors attended the 2015our 2023 Annual General Meeting. | | | Page 23| 2016 Proxy Statement | | Restaurant Brands International
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Corporate Governance
Board Independence It is the policy of the Board that a majority of directors must (i) be independent with no direct or indirect material relationship or business conflict with RBI and (ii) otherwise meet the definition of an “independent” director under U.S. and Canadian securities laws and listing standards of the NYSE and the TSX. Our Board has affirmatively determined that the following nominees and former directors have, or while a director had, no material relationship with RBI and otherwise qualify, or while a director qualified, as independent based on all of the foregoing criteria: Messrs. Behring, Franklin,Castro-Neves, de Limburg Stirum, Fribourg, Lederer, Milroy, Parker, Sicupira, Thompson MottaHedayat, Lemann, Melbourne, and Van Damme. In addition, the Board has determined that Mr. Golden, a director nominee, qualifies as independent based on the same criteria. Mr. Parker will serve until the conclusion of the Meeting at which time his term as a director will expire.Schwartz, and Mses. Farjallat, Fribourg, Khosrowshahi, and Sweeney. Under the NYSE listing standards, a director qualifies as “independent” if the board of directors affirmatively determines that the director has no material relationship with the listed company. While the focus of the inquiry is independence from management, the board is required to consider broadly all relevant facts and circumstances in making an independence determination. National Instrument 58-201, or 58-201–Corporate Governance Guidelines (“NI 58-201,58-201”), provides guidance on corporate governance practices with respect to director independence, which reflect best practices established by the Canadian Securities Administrators (“CSA”(the “CSA”), but are not intended to be prescriptive. Such best practices provide, among other things, that: (i) a company’s board of directors should have a majority of independent directors; (ii) the chairmanchair of the board should be an independent director; (iii) the board should appoint a nominating committee composed entirely of independent directors; and (iv) the board should appoint a compensation committee composed entirely of independent directors. Determinations in respect of “independence” for these purposes are similar to the requirements under the NYSE listing standards. | | | | | | | Page 12 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Corporate Governance In conducting its evaluations of Messrs. Behring, SicupiraCastro-Neves and Thompson Motta,Schwartz, the Board considered their affiliation with 3G Capital and with 3G Restaurant Brands Holdings General Partner Ltd., which currently controls approximately 96%over 90% of the outstanding Partnership exchangeable units, which representsrepresenting approximately 43%27% of the combined voting interest in RBI. Additionally, in conducting its evaluation of Mr. Schwartz, the company.Board considered his role as the former CEO of RBI and its predecessor BKW, noting that it has been five years since his departure from the role of CEO. In conducting its evaluation of Mr. Behring,Lemann, the Board also considered his service onfather’s relationship with 3G Capital, noting that Mr. Lemann does not have any voting or other arrangement with his father or such 3G entities. Further, in conducting its evaluation of Ms. Fribourg, the boardBoard noted that her father is a former director of RBI and that neither Continental Grain Company (“CGC”) nor its subsidiaries has any commercial agreement with RBI, and while noting the public disclosure of an investing relationship between CGC and 3G Capital, the Board determined that a business relationship between two independent shareholders should not affect the independence of directors of H.J. Heinz Company, a supplier to our Burger King® restaurants.affiliated with such shareholders. The discussion leader for executive sessions of the Board is generally Alexandre Behring.
Director Term Limits and Director Tenure All directors are elected at the annual meeting of our shareholders for a term of one year. The Board does not believe it should expressly limit a director’s tenure on the Board.Board or set an arbitrary retirement age policy. RBI values the contribution of directors who over time have developed increasinggreater insight into our company and operations and therefore provide an increasing contribution to the Board as a whole.whole as well as the new perspectives of directors who more recently joined the Board. As an alternative to term limits or a retirement policy, prior to recommending to the Board that one or more current directors be submitted to the shareholders for re-election, the NCG Committee reviews the performance of each director potentially standing for election or re-election and makemakes appropriate recommendations to the Board concerning that director’s candidacy. Majority Voting Policy
The Board has adopted a Majority Voting Policy as required byOverall, the rulesaverage tenure of the TSX. The policynominees to our Board, as of the date of the Meeting, is includedapproximately four years, with three directors joining since the beginning of 2022, five directors with less than 3 years tenure, two directors with 3 to 6 years tenure and three directors with more than six years tenure on our Board.
Election of Directors—Majority Voting There are 10 positions available on the board for a one-year term ending at the next annual meeting of shareholders and 10 nominees listed in this circular. Shareholders can vote FOR or AGAINST each individual nominee. Under the Governance Guidelines and provides that, in an uncontested election,majority voting requirements under the CBCA, if there is only one nominee for each position available on the board, a director mustnominee will be elected to the Board by at least a “majority of the votes cast,” which means that the number of shares voted “FOR” a director’s election must exceed 50% ofonly if the number of votes cast with respect to that director’s election. Votes cast with respect toin the nominee’s favour represents a director’s election includes votes to withhold authority. An “uncontested election” means an election where the number of nominees for director is equal to the number of directors to be elected. In a contested election, a plurality vote standard will apply. If a nominee for director in an uncontested election does not receive the affirmative vote of at least the majority of the votes cast for and against them, subject to certain exceptions described below. If there are more nominees than positions available on the board, the nominees receiving the highest number of votes FOR will be elected until all such positions have been filled.
If a nominee that is an incumbent director must immediately tender his or her resignationdoes not receive a majority of votes in their favor and positions remain available on the board, the nominee will be permitted to remain as a director until the NCG Committee. The NCG | | | Page 24| 2016 Proxy Statement | | Restaurant Brands International
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Corporate Governance
Committee will consider and recommend,earlier of the 90th day after the day of the election and the Board will determine, whetherday on which their successor is appointed or elected. In addition, elected directors may also reappoint such an incumbent director even if they do not to accept the offer of resignation. The Board will accept the offer of resignation absent exceptional circumstances that would warrant the director continuing to serve on the Board, as determined by the Board in accordance with its fiduciary duties to RBI, and the resignation will be effective upon the Board’s acceptance. The decision of the Board shall be made within 90 days after the date of the shareholders’ meeting. Any director who tenders his or her resignation pursuant to the Majority Voting Policy shall not participatereceive majority support in the recommendation ofmost recent election in certain instances specified in the NCG Committee or the decision of the Board with respect to his or her resignation. A press release disclosing the Board’s determination (and the reasons for rejecting the resignation, if applicable) shall promptly be issued and furnished to the SEC, the CSA and the TSX.CBCA.
If the Board accepts any tendered resignation, the Board may either proceed to fill the vacancy through the appointment of a new director, or determine not to fill the vacancy and instead decrease the size of the Board.
Director Orientation and Continuing Education We provide access to appropriate orientation programs, sessions, or materials for new members of the Board for their benefit either prior to orgenerally within a reasonable period of time after their nomination or election to the Board. We provided orientation sessions for Mr. Doyle, Ms. Farjallat and Ms. Fribourg, who joined the Board which shall includein 2023. These orientation sessions included written materials and presentations by various members of senior management regarding our business,businesses, strategic plans, and policies. We and our Board encourage, but do not require, directors to participate in relevant outside continuing education programs.programs; for example, Mr. Lemann attended a seminar on The Making of a Corporate Athlete in November 2023.
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Corporate Governance Annual Evaluation Process Our Board undertakes an annual evaluation process for the Board and each Committee that is overseen by the NCG Committee. This process includes feedback to determine how each Committee and the Board is functioning, including whether each contains the appropriate mix of members, skills, experience, and other characteristics. Additionally, the evaluation requests that directors specifically identify ways the Board and the Committees could improve effectiveness and functioning. The results of these assessments are reviewed by the entire Board. Additionally, the Board and the committees annually review the Corporate Governance Guidelines, committee charters and other policies for relevant updates. Board Committees The Board has three standing committees, – the Audit Committee, the Compensation Committee, and the NCG Committee, – as well as the Conflicts Committee. In addition, the Board intends to create an Operations and Strategy Committee commencing at the conclusion of the Meeting. Each of the existing committees operates under a written charter. These charters set forth the responsibilities of each committee and are available in the “Investors – “Investors—Corporate Governance” section of our website at www.rbi.com, and such information is also available in print to any shareholder who requests it through our Corporate Secretary. Set forth below is a description of the responsibilities of each of our current Board committees and theirits current membership. Audit Committee | | | | | Audit Committee Members | | Audit Committee Functions | | Number of
Meetings in
2015 | • Paul J. Fribourg Ali Hedayat (Chair) • Martin E. Franklin Maximilien de Limburg Stirum • Thomas V. Milroy • Alan Parker* Jason Melbourne
| | ›Oversee the quality and integrity of our consolidated financial statements and related disclosure;disclosures; ›Oversee the qualifications, independence, performance and performancecompensation of our independent auditor; ›Oversee any audit issues or difficulties and management’s response; ›Oversee the performance of our internal audit function; ›Oversee our systems of disclosure controls and procedures, and internal controlscontrol over financial reporting; ›Oversee our compliance with all legal and regulatory requirements and our compliance program; ›Oversee risk assessment and risk management, including with respect to risks related to tax strategy, cash investing strategy, cybersecurity, data privacy and sustainability; ›Review and discuss with management workforce practices and risks that affect the brands and operations; ›Review and approve the Audit Committee report that is required by the SEC to be included in our annual proxy statement; and ›Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.matters; and | | 5 |
* | Not standing for re-election. |
| | | Page 25| 2016 Proxy Statement | | Restaurant Brands International›Review and assess the effectiveness of our ESG strategies, policies, practices and programs around our Food, Planet and People and Communities pillars.
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Corporate Governance
Directors serving on our Audit Committee may not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of the director to effectively serve on the Audit Committee. | | | | | | | Page 14 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Corporate Governance The Board of Directors has determined that each member of the Audit Committee meets the independence requirements and is financially literate according to the NYSE listing standards and the Canadian securities laws and that each member of the Audit Committee meets the enhanced independence standards for audit committee members required by the SEC. In addition,2023, the Board has determined that Mr. FribourgHedayat is qualified as an audit committee financial expert within the meaning of SEC rules and has accounting and related financial management expertise within the meaning of the NYSE listing standards. For more information regarding Mr. Fribourg’sthe business experience of Mr. Hedayat, see his biography under “Proposal 1 – Election of Directors.” The discussion leader for executive sessions of the Audit Committee is generally Mr. Fribourg.Hedayat, the chair of the Audit Committee. Compensation Committee | | | | | Compensation Committee Members | | Compensation Committee Functions | | Number of
Meetings in
2015
| • Alexandre Behring (Chair) • Paul J. Fribourg Cristina Farjallat • Carlos Alberto Sicupira Jason Melbourne | | ›Oversee and set our compensation and benefits policies generally; ›Evaluate the performance of our CEO and the employees who report directly to the CEO (the “CEO Direct Reports”); ›Oversee and set compensation for the CEO, the CEO Direct Reports and the members of the Board; ›Administer equity compensation plans and stock ownership policies; and ›Review our management succession plan. | | 1 |
The Compensation Committee establishes, reviews, and approves executive compensation based on, among other factors, an evaluation of the performance of the CEO and CEO Direct Reports in light of corporate goals and objectives relevant to executive compensation, including annual performance objectives, and makes recommendations to the Board of Directors with respect to executivethe CEO’s compensation. The Compensation Committee annually reviews succession planning for the CEO and CEO Direct Reports. This involves reviewing potential internal candidates for each of these roles, noting those that are ready in the short term and those that require additional development. The Board provides opportunities for directors to get to know employees who have been identified as succession candidates by inviting them to make presentations to the Board. For further details on executive compensation, see the Compensation Discussion & Analysis, or CD&A, beginning on page 3530 of this proxy statement. Non-management director compensation is determined by the Board, upon recommendation of the Compensation Committee, taking into account general and specific demands of Board and committee service, Company performance, comparisons with other organizations of similar size and complexity, competitive factors, other forms of compensation received by directors, if any, and other factors which it deems relevant, all with the intent of aligning directors’ interests with the long-term interests of our shareholders. AOther than Mr. Doyle, there are currently no management director receives no additional compensation for his or her service as a director.directors serving on the Board. For more details on director compensation, see the discussion under the heading “– Director“Director Compensation” below on page 32.26. Pursuant to its charter, the Compensation Committee may delegate to one or more officers of RBI the authority to make grants and awards of stock rights or options to any persons other than the CEO, any CEO Direct Report, and any person covered by Section 16 of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). The Compensation Committee has delegated this authority to the CEO. In addition, as permitted under applicable law and the NYSE listing standards, the Compensation Committee may delegate its authority to one or more subcommittees or the ChairmanChair of the Compensation Committee when it deems appropriate and in the best interests of RBI. Pursuant to its charter, the Compensation Committee has the sole authority to retain and terminate any compensation consultant assisting the Compensation Committee in the evaluation of executive officer | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 15 |
Corporate Governance compensation, including sole authority to approve all such compensation consultant’s fees and other retention terms. During 2015, theThe Compensation Committee did not engage any compensation consultants. | | | Page 26| 2016 Proxy Statement | | Restaurant Brands International
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has engaged F.W. Cook to assist with developing a peer group to benchmark compensation. The Board of Directors has determined that each member of the Compensation Committee (i) meets the independence requirements of the NYSE listing standards, including the heightened independence requirements specific to compensation committee members and (ii) meets the requirements of an outside director pursuant to the Internal Revenue Code (the “Code”) and (iii) meets the requirements of a non-employee director under the Exchange Act. Our Board believes that the Compensation Committee charter outlines an objective process for determining executive compensation based on objective criteria such as evaluating the performance of our executive officers in light of defined performance objectives. The discussion leader for executive sessions of the Compensation Committee is generally Alexandre Behring.Mr. Behring, the chair of the Committee. Compensation Committee Interlocks and Insider Participation From January 1, 2023 through May 23, 2023, Messrs. Behring and Fribourg and Ms. Khosrowshahi served on our Compensation Committee. From May 23, 2023 through December 31, 2023, Messrs. Behring and Melbourne and Ms. Farjallat served on our Compensation Committee. During 2023, none of these directors was an officer (as defined in Rule 3b-2 under the Exchange Act) or employee of RBI, or formerly an officer of RBI. None of our executive officers served on the compensation committee or board of any company that employed any person that served a member of the Compensation Committee or our Board during 2023. Nominating and Corporate Governance Committee | | | | | NCG Committee
Members | | NCG Committee Functions | | Number of
Meetings in
2015
| •Alexandre Behring (Chair) •Carlos Alberto SicupiraAli Hedayat •Alexandre Van DammeThecla Sweeney | | ›Identify individuals qualified to serve as members of the Board and recommend to the Board proposed nominees; ›Advise the Board with respect to its composition, governance practices and procedures; ›Review and monitor criteria for the selection of new directors and nominees for vacancies on the Board, including procedures for reviewing potential nominees proposed by shareholders; ›Establish, monitor and recommend to the Board changes to the various committees and the qualifications and criteria for membership on each committee; ›Recommend to the Board directors to serve on each standing committee and assist the Board in evaluating independence of those directors; ›Recommend to the Board any action to be taken in connection with director resignations; ›Oversee and evaluate the Board’s performance and our compliance with corporate governance regulations, guidelines and principles; and ›Periodically review and recommend changes to our Governance Guidelines, articles of incorporation and bylawsby-laws as they relate to corporate governance issues. | | No meetings; Action by written consent |
The Board is responsible for selecting and nominating directors for election, acting on the recommendation of the NCG Committee, and giving attention to the following qualifications and criteria: | › | | High personal and professional ethics, integrity, practical wisdom and mature judgment; |
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Corporate Governance | › | | Board training or prior public company board service, and/or senior executive experience in business, government, or education; |
| › | | Expertise and skills that are useful to RBI and complementary to the background and experience of other Board members, as determined by the Board from time-to-time; |
| › | | Diversity and balance among directors in terms of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise from, among other areas, corporate environment (including different stakeholders in the quick service restaurant industry and the broader restaurant industry), accounting, finance, international, marketing, human resources, and legal services; and the target that 30% of directors are women by our 2024 Annual General Meeting, a target we met at our 2023 Annual General Meeting; |
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› | | Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership; |
| › | | Commitment to serve on the Board over a period of several years to develop knowledge about RBI and its operations and provide continuity of Board members; |
| › | | Willingness to represent our best interests and objectively appraise management’s performance; |
| › | | Tenure with the Board, past contributions to the Board, and/or whether advanced age may impact the expected continued capacity to serve as a director; and |
| › | | Anticipated future needs of the Board. |
Director Qualifications and Nomination The NCG Committee believes that the Board should possess a broad range of skills, knowledge, business experience, and diversity of backgrounds that provides effective oversight of our business. In connection with the selection of any new director nominee, the NCG Committee will assess the skills and experience of the Board, as a whole, and of each of the individual directors. The NCG Committee will then seek to identify those qualifications and experience sought in any new candidate that will maintain a balance of knowledge, experience and capabilities on the Board and produce an effective Board. Selection of candidates is based on, first, the needs of RBI, and second, identification of persons responsive to those needs. Although we do not have a formal, written policy relating to the identification and nomination of directors who are women, directors,Aboriginal peoples, persons with disabilities or members of visible minorities, the NCG Committee seeks a diverse group of director candidates, including diversity with respect to race and gender. The NCG Committee believes that its goal is to assemble the best Board possible that will bring to us a variety of perspectives and skills derived from high quality business and professional experience. There are no specific, minimum qualifications that must be met by each nominee,nominee; however, the NCG Committee will evaluate a candidate’s experience, integrity and judgment as well other factors deemed appropriate in adding value to the composition of the Board as set forth in the Governance Guidelines. With regard to diversity, RBI is committed to seeking to attain a balance among directors. Specifically, any search firm retained to assist the NCG Committee in seeking new director candidates for the Board will beis instructed to seek to include diverse candidates in terms of race and gender as well as geography, thought, viewpoints, backgrounds, skills, experience, and expertise. The NCG Committee has the sole authority to negotiate and approve the search firm’s fees and other retention terms. We haveThe Board set a target of at least 30% women directors by the 2024 Annual General Meeting, we met that target at our 2023 Annual General Meeting, but has not adopted a target regarding the number of womenAboriginal peoples, persons with disabilities or members of visible minorities on our Board because weBoard. We generally believe that a less formulaic approach to board composition, together with a rigorous search for qualified candidates based on the above qualifications and criteria, will best serve our needs. Our Board believes it is paramount to maintain flexibility in the nominating process in order to ensure that the most qualified available candidates are selected as circumstances dictate and the needs of the company evolve. There are currently no womenthree female directors on the Board.
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Corporate Governance Board, Mses. Farjallat, Fribourg and Sweeney, representing 30% of our current directors and one member of our board who identifies as a member of a visible minority, Mr. Melbourne, representing 10% of our current directors. None of our directors identify as Aboriginal persons or persons with disabilities. Additionally, two of our directors identify as Latino/a and one as of Middle Eastern descent. As noted above, the Board is responsible for selecting and nominating director candidates based on the NCG Committee’s recommendation. The Board believes that its Governance Guidelines outline objective qualifications and criteria (described above) that promote its objective selection and nomination of director candidates. Potential director candidates recommended by shareholders are evaluated in the same manner as other candidates recommended to the NCG Committee. The discussion leader for executive sessions of the NCG Conflicts Committee will be Alexandre Behring, the chair of the Committee. | | | Page 28| 2016 Proxy Statement | | Restaurant Brands International
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Conflicts Committee
| | | | | Conflicts Committee
Members | | Conflicts Committee Functions | | Number of
Meetings in
2015 | •Paul Fribourg Ali Hedayat (Chair) •Martin FranklinMaximilien de Limburg Stirum •Thomas Milroy •Alan Parker*Jason Melbourne
| | ›Consent to, approve and/or direct a number of actions under the partnership agreement (described in Appendix A to this proxy statement) where a real or potential conflict of interest could exist or arise as between RBI, Partnership, or holders of Partnership exchangeable units. | | 1 |
* | Not standing for re-election. |
In addition to the three standing committees, the Board, of RBI, as the general partner of the Partnership, has established a Conflicts Committee which will be required to consent to, approve and/or direct a number of enumerated actions under the partnership agreement where a real or potential conflict of interest could exist or arise as between RBI, Partnership, or holders of Partnership exchangeable units. Each of the members of the Conflicts Committee is “independent” (as such term is defined in the partnership agreement) in accordance with the requirements of the partnership agreement. OperationsExecutive Officer Diversity
Commencing in 2022, we committed to having at least 50% of all final round candidates for any role at RBI’s four corporate offices and Strategy Committee Our Board has approvedfield teams be demonstrably diverse, including gender, race and, where permitted, sexual orientation. This commitment honors our values of diversity and of meritocracy. We do not have a requirement of a specified percentage of representation of women, Aboriginal peoples, persons with disabilities or members of visible minorities in executive officer or other positions. However, we believe including diverse candidates in the establishmenthiring process will lead to a more diverse employee population at all levels. For 2023, 65% of the Operationsapplicable final round candidates for corporate roles were diverse, and Strategy Committee commencing at63% of hires through this process added to the conclusiondiversity of our company. While we believe that diversity is an important consideration in determining the makeup of our executive team, it is only one of a number of factors (which include merit, talent, experience, expertise, leadership capabilities, innovative thinking, and strategic agility) that are considered in selecting the best candidates for executive positions. Of our eleven executive officers as of the Meeting to assist in overseeingdate hereof, four individuals (36%) are diverse, including two female executive officers (18%), one executive who identifies as Asian (9%) and facilitating the development and implementation of our ongoing restaurant operations, menu and marketing strategies for both theBurger King® andTim Hortons® brands. The Operations and Strategy Committee, which will operate pursuant to a written charter, will meet with management periodically to discuss, review and evaluate the development and implementation of our restaurant operations, menu and marketing strategies. Based on its review, the committee will make recommendations to management on areas of improvement, and provide other feedback and guidance to management on behalf of the Board.
The Board expects that, subject to their election at the Meeting, Mr. Schwartz will initially serveone executive who identifies as chair of the Operations and Strategy Committee and Mr. Golden will be named as a committee member. Additional members of the Operations and Strategy Committee may be appointed by the Board from time to time.
Compensation Committee Interlocks and Insider Participation
None of Messrs. Behring, Fribourg or Sicupira was, during 2015, an officer (as defined in Rule 3b-2 under the Exchange Act) or employee of RBI, or formerly an officer or director.Latino (9%). None of our executive officers servedidentify as Aboriginal persons or persons with disabilities.
Risk Management Board Role in Management of Risk The Board is actively involved in the oversight and management of risks that could affect RBI, including our enterprise risk management. This oversight and management is conducted primarily through the committees, but the full Board has retained responsibility for the general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management function, including the enterprise risk management processes in place to identify, monitor and control such exposures based on annual risk assessments that consider the compensationlikelihood and severity of potential risks. The risks that the Audit Committee regularly reviews include those | | | | | | | Page 18 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Corporate Governance related to liquidity, operations, tax, workforce management, cybersecurity, data privacy, sustainability and regulatory compliance. In carrying out its responsibilities, the Audit Committee works closely with members of our management team responsible for monitoring such risks and discusses reports on significant areas of risk identified by the enterprise risk management process at its regular meetings throughout the year. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through reports by each committee or boardchair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of any companyparticular risks within RBI, including with respect to risks related to cybersecurity, sustainability and food safety. While these risks are part of the Audit Committee risk review, the Board has determined that employed any memberthey are of sufficient significance to warrant annual discussions at the Board level with management, including the executives tasked with day-to-day management of these risks. The Board and management regularly interact, and the Board invites management to regularly scheduled Board meetings, to address existing risks and identify significant emerging risks. Our disclosure controls and procedures are part of, and therefore are uniformly aligned with, our risk oversight process. On a quarterly basis, our management evaluates the effectiveness of our disclosure controls and procedures as of the end of the period and discloses in our periodic reports their conclusions regarding the effectiveness of our disclosure controls and procedures. Prior to such public disclosure, those evaluations and conclusions are discussed with the Audit Committee in connection with its review of our annual and quarterly reports, including the financial and risk disclosures contained in such reports, thus enabling the Board to provide effective risk oversight. Compensation Risks Based on a review and analysis of our incentive plans, policies and programs, the Compensation Committee orbelieves these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our Boardbusiness. The Compensation Committee considered the following factors as part of Directors. Codeits review and analysis of Ethics/Conductour incentive plans and programs:
| › | rigorous oversight from the Board, Compensation Committee, CEO and senior management with discretion to award and/or reduce payouts if excessive risk is taken; |
| › | linkage of individual performance targets to the strategic plan established for the CEO by the Board and cascaded through a comprehensive process; |
| › | properly balanced pay mix between fixed and variable compensation; |
| › | annual cash incentive plan that measures business performance through profitability and operations metrics (Organic EBITDA growth, comparable sales and net restaurant growth) and includes overhead expense that gauge quality of performance; |
| › | equity awards which align management and shareholder interests to long-term sustainable growth, with awards in the form of restricted stock units and performance stock units; and |
| › | bonus swap program that encourages retention of shares by requiring the forfeiture of matching restricted share units if purchased shares are sold prior to vesting. |
Sustainability – Restaurant Brands for Good Our vision is that the delicious, affordable, and convenient meals you love can also be sustainable. We believe that operating in a way that supports the well-being of the people touched by our business as well as the future of our planet is foundational to our ability to grow restaurant brands that are loved around the globe. As one of the largest restaurant companies in the world, we embrace the opportunity to advance the issue of sustainability in the food service industry together with our suppliers, franchisees, and guests. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 19 |
Corporate Governance With over 30,000 restaurants and a global network of franchisees and suppliers, we know it is critical to align all key stakeholders within and outside of our organization to drive our sustainability priorities forward. This work begins with an effective governance structure which allows for both top-down guidance as well as bottom-up prioritization and execution from our business units. During 2023, RBI’s Board delegated oversight of sustainability to the Audit Committee, which discusses sustainability on a quarterly basis while the Board also receives an update at least annually from the sustainability steering committee. RBI’s sustainability steering committee includes our Chief Corporate Officer and our Chief Procurement Officer, who are jointly accountable for the sustainability framework and strategy. Our Chief Corporate Officer reports to our Chief Executive Officer, who provides internal oversight. Managing sustainability is a division between corporate strategy and brand-led initiatives. A corporate-level team tracks stakeholder expectations and trends, identifies sustainability initiatives to support the business strategy, and highlights best practices both internally across the group and externally from our peers. The team maintains regular contact with senior leadership, guiding them on long term social and environmental trends and the expectations of global stakeholders and engaging them to incorporate sustainability priorities as part of their business objectives. They also lead the company’s sustainability reporting and work with a number of other business lines to oversee the preparation of sustainability disclosures. Brand sustainability leaders, in partnership with their leadership teams, work together with franchisees to define and develop the brand level business plan and to execute and market sustainability initiatives. The importance of sustainability at RBI is also reflected in metrics linked to annual employee performance incentives across our business, including incentive plans for RBI’s senior leaders. The metrics used include, but are not limited to, a variety of sustainability projects, such as delivering against sustainable sourcing transition plans, executing strategic research programs, or ensuring at least 50% of final round interview candidates are demonstrably diverse. Leaders with sustainability linked performance incentives included individuals from teams across each brand, supply chain, nutrition, quality assurance, and marketing and communications. Restaurant Brands for Good is our framework for sustainable business, with a long-term focus on improving ingredients, reducing our environmental impact, sourcing responsibly and investing in people and communities. It is about serving great food that our guests and our people love and will feel good about. | | | | | | | Page 20 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Corporate Governance To achieve this, we focus on three key pillars as we work to make an impact in the industry and bring our sustainability vision to life: | | | Food Serving high quality and great tasting food every day | | • We maintain industry-leading standards for vendor quality assurance and restaurant food safety. • We aim to provide guests with balanced menu options and equip them with information to make educated choices about their meals to fit their individual lifestyles. • BURGER KING® in the U.S. and participating European markets is committed to ensuring we advertise menu items that provide families with children options that meet established nutritional criteria. • BURGER KING®in the US has banned more than 100 ingredients from artificial sources from the food menu, and is committed to offering a selection of menu items that are free of colors, flavors, and preservatives from artificial sources, wherever possible. • Our brands continue to make substantial changes to their menus to embrace and promote high-quality, freshly prepared, and locally sourced food. • At Popeyes U.S. we’re working towards offering a menu that is free from colours and flavours from artificial sources wherever possible by 2025. • We are also working towards improving nutrition across our menus. At BURGER KING® restaurants globally we plan to expand our sodium reduction initiatives, as well as to reduce the presence of other nutrients of concern, including fat and sugar. TIM HORTONS® will focus on reducing sugar and syrup in their beverages, and POPEYES® will reduce sodium across existing entrees, meal combinations and side dishes. | Planet Continuously reducing our environmental footprint | | • We have adopted science-based targets to reduce greenhouse gas emissions by 50% by 2030, and are committed to achieving net-zero emissions by 2050. Starting in 2024, we will be changing our base year from 2019 to 2022, to reflect emissions from Firehouse Subs, which we acquired in December 2021, and an improved calculation methodology. • Our strategy to improve the sustainability of guest packaging materials includes a mix of innovating to reduce our use of packaging and promote reusable alternatives, transition to more sustainable materials, design for circularity and working to help our guests to recycle and divert waste from landfill. • We will facilitate access to waste diversion including recycling, starting with recycling guest packaging in BURGER KING® and TIM HORTONS® restaurants globally, where commercially viable and requisite infrastructure exists. • We expect to source pork raised without the use of gestation crates for housing pregnant sows by 2035 or sooner. • We are committed to using 100% cage-free eggs globally by 2030 or sooner. • Our goal is to eliminate deforestation from priority commodities within our supply chain by 2030 or sooner. |
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Corporate Governance | | | People & Communities Supporting communities and enhancing livelihoods | | • Our brands are committed to contributing time, talent, and funds to build up the communities they serve through their respective community initiatives and foundations: The Burger King Foundation, Tim Hortons Foundation Camps, the Popeyes Foundation, and the Firehouse Subs Public Safety Foundation. • Working with industry partners to research, share and scale best practices, we aim to support the success of the farmers who raise, grow, and produce our quality ingredients. • Our Code of Business Ethics and Conduct for Non-Restaurant Employeesemployees, as well as our Code of Business Ethics and Conduct for Vendors address guidelines for working conditions. • We have adopted a Commitment to Team Members, outlining the standards we uphold across all Company-owned restaurants and we have encouraged franchisees to adopt similar policies. We also include oversight of workforce practices at the board level under RBI’s Audit Committee Charter. • We continue to actively build our culture guided by our six values: ownership, meritocracy, diversity, creativity and innovation, authenticity and dreaming big. • We are committed to making our company more diverse particularly through our hiring, advertising, and community contributions, creating a culture of inclusiveness, and not tolerating harassment, racism, bias, or barriers to advancement. • Senior RBI leaders share a mandate to ensure at least 50% of final round interview candidates for restaurant support center and field team roles with RBI are demonstrably diverse. In 2023, 65% of applicable final round interviews and 63% of hires through this process added to the diversity of our company. • RBI achieved a score of 100% in the 2023 Corporate Equality Index, recognizing the best places to work for LGBTQ+ equality. |
Additional information about the sustainability initiatives of RBI and our brands as well as our progress to date is available at rbi.com/sustainability. Shareholder Engagement We actively engage with our shareholders and stakeholders in a number of forums on a year-round basis and also monitor developments in corporate governance and sustainability. We take feedback and insights from our engagement with shareholders and other stakeholders into consideration as we review and evolve our practices and disclosures, and further share them with our Board as appropriate. | | | | | | | Page 22 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Corporate Governance This year-round effort supplements the ongoing communications between our management and shareholders through various engagement channels including direct meetings, analyst conferences and road shows. 
In the latter months of 2023 and into early 2024, we continued our robust shareholder engagement program by reaching out to our top shareholders representing approximately 58% of our outstanding common shares. We ultimately engaged with shareholders representing 40% of our outstanding common shares. In these meetings, we discussed a broad range of business strategy, executive compensation, governance, human capital, and sustainability topics. Investors were generally satisfied with the company’s current practices across these topics and gave us constructive and positive feedback on a number of our programs and initiatives. During these engagements we also discussed the appointment of Mr. Doyle as our Executive Chairman, our board leadership structure given his new role and his long-term performance-oriented compensation structure as well as the grant in 2023 to Mr. Kobza upon his appointment as CEO. Shareholders were interested in understanding the Compensation Committee’s process for the long-term and performance-based structure of Mr. Doyle’s compensation and generally expressed their support for his compensation package and appointment as Executive Chair. We also discussed RBI’s progress and commitments on a variety of sustainability topics, including climate action, animal welfare, plastics and packaging and natural resources. Fall 2023 Engagement 
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Corporate Governance | | | | | | | Key Engagement Topics | | | | | Executive compensation program | | Board refreshment, independence, leadership structure, board skills and diversity | | Human capital management and diversity initiatives | | | | | Business strategy and performance | | Sustainability reporting, oversight and targets | | Environmental sustainability, animal welfare, and natural resources |
It is our practice that members of senior management share the feedback received during these meetings with the Compensation Committee, the NCG Committee, the Audit Committee and the full Board. In the past year, we have made responsive changes as a result of our discussions with shareholders, including clarifying that the grants to our Executive Chair in November 2022 are intended to cover his compensation for the five-year term of his employment and not be recurring. Additionally, based on feedback regarding 2023 shareholder proposals, we adopted a Public Policy Engagement Policy and enhanced our website disclosure regarding government activities and trade association memberships and are adopting a commitment to reduce the volume of single use virgin-plastic in packaging in our US and Canadian restaurants by a minimum of 10% by the end of 2026. Communication with our Board Shareholders and other parties interested in communicating directly with the Board, the Executive Chair or the Lead Independent Director of the Board may do so by email to boardofdirectors@rbi.com or by writing to: Board of Directors, c/o Jill Granat, General Counsel and Corporate Secretary, Restaurant Brands International Inc., 130 King Street West, Suite 300, Toronto, Ontario, Canada M5X 1E1. All communications should include the name, address, telephone number and email address (if any) of the person submitting the communication and indicate whether the person is a shareholder. The Board has approved a process for handling correspondence received by RBI and addressed to the Executive Chair, the Lead Independent Director or to non-management members of the Board. Under that process, the General Counsel and Corporate Secretary reviews all such correspondence and maintains a log of and forwards copies of correspondence that, in the opinion of the General Counsel and Corporate Secretary, deals with the functions of the Board or committees thereof or that she otherwise determines requires their attention. The General Counsel and Corporate Secretary may screen frivolous or unlawful communications and commercial advertisements. Directors may review the log maintained by the General Counsel and Corporate Secretary at any time. Code of Ethics/Conduct | › | Code of Business Ethics and Conduct. Our Board of Directors has adopted a Code of Business Ethics and Conduct applicable to all non-restaurant employees of RBI and its subsidiaries. |
| › | Code of Ethics for Executive Officers. Our Board of Directors has adopted a Code of Ethics applicable to our senior executives to promote the highest ethical standards in RBI’s operation of its global business and the activities of senior management. We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website or on a Current Report on Form 8-Kwithin four business days following the date of the amendment or waiver. Our senior executives certify compliance with the Code of Ethics for Executive Officers on an annual basis. |
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› | Code of Conduct for Directors. Our Board of Directors has adopted a Code of Conduct to acknowledge its responsibility for promoting an ethical culture through the actions of Board members and the effective oversight of our compliance programs, policies, and procedures. Our Board members certify compliance with the Code of Conduct for Directors on an annual basis. |
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Corporate Governance Each of the Code of Business Ethics and Conduct, for Non-Restaurant Employees, the Code of Ethics for Executive Officers and the Code of Conduct for Directors is available in the “Investors – “Investors—Corporate Governance” section of our website at www.rbi.com. Our General Counsel and Chief Ethics and Compliance Officer monitors compliance with the Codes and reports any violations to the Board. Furthermore, each of the Code of Ethics for Executive Officers and the Code of Conduct for Directors contemplates that questions or concerns under the Code, as applicable, can be brought directly to the Chair of the Board. In addition, we have adopted the Restaurant Brands International Inc. Whistle Blowing Policy in order to provide for the receipt and treatment of complaints received by RBI with respect to violations of the Code of Business Ethics and Conduct, as well as other RBI policies and controls. According to the Whistle Blowing Policy, the General Counsel is responsible for conducting the investigation of complaints received and reporting to the Audit Committee. The Audit Committee is responsible for overseeing the secure reporting process and determining what action should be taken with respect to a complaint. The Restaurant Brands International Inc. Whistle Blowing Policy is available in the “Investors—Corporate Governance” section of our website at www.rbi.com. Related Party Transaction Policy The Board of Directors has adopted a written related person transactions policy, which is administered by the Audit Committee. This policy applies to any transaction or series of related transactions or any material amendment to any such transaction involving a related person and RBI or any subsidiary. However, under U.S. securities laws, RBI may not make any loan or other extension of credit to any of its directors or executive officers. For purposes of the policy, “related persons” consist of executive officers, directors, director nominees, any shareholder beneficially owning more than 5%five percent of any class of our voting securities, and immediate family members of any such persons. In reviewing related person transactions, the Audit Committee takes into account all factors that it deems appropriate, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. No member of the Audit Committee may participate in any review, consideration, or approval of any related person transaction in which the director or any of his or her immediate family members is the related person. All related person transactions will be disclosed in filings as required under applicable securities laws. Certain Relationships and Related Transactions Registration Rights Agreements In connection with our initial public offering and our acquisition of Tim Hortons, we entered into registration rights agreements with threeseveral of our major shareholders. In 2012, in connection with the merger of Burger King Worldwide Holdings, Inc., with and into Justice Holdco LLC, and the transactions related thereto, BKW entered into separate registration rights agreements with 3G Special Situations Fund II, L.P. (the “3G Special Situations Fund”) and with Pershing Square, L.P. and affiliated entities (collectively, the “Pershing Shareholders”), with respect to shares of BKW common stock purchased by such shareholders in the transaction. In 2014, in connection with our acquisition of Tim Hortons, we assumed the obligations under these registration rights agreements with respect to the registration of common shares of RBI issued and issuable upon exchange of Partnership exchangeable units to these shareholders and their permitted transferees. In addition, we also entered into a registration rights agreement with National Indemnity Company, a wholly owned subsidiary of Berkshire Hathaway Inc. (“National Indemnity”), with respect to its common shares of RBI. These registration rights agreements give these shareholders and any permitted transferee the ability to require us to register for resale specific shares of RBI common shares for resale, in certain circumstances and subject to limitations, either (i) upon demand, (ii) in a shelf registration statement or (iii) by “piggybacking” on another offering that we are conducting. Pursuant to these registration rights agreements, we are required to pay all expenses of any such registration, other than transfer taxes and underwriting discounts and commissions. In connection with an internal restructuring of the 3G Special Situations Fund, a portion of the Partnership exchangeable units were transferred to Holdings L115 LP (“Holdings L115”). In December 2015, Holdings L115 exercised a demand registration right and required us to register for resale their RBI common shares in connection with a secondary offering. Neither 3G Capital nor any of its core principals, nor any of our directors or executive officers or any of their respective affiliates, were beneficial owners of Holdings L115 or participated in the offering. We paid a total of approximately $1.1 million of expenses in connection with the secondary offering, including registration and filing fees, printing fees and accountants’ and attorneys’ fees.
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Corporate Governance Consulting AgreementOther Related Transactions
In December 2014, we entered intoWe engaged Akin Gump Strauss Hauer & Feld LLP to assist us with government relations work for a consulting agreementtotal of $250,000 in 2023, and the team includes the sister of Sami Siddiqui, then President, Popeyes U.S. and Canada. Mr. Siddiqui has no oversight or decision-making authority with Mr. Caira, Vice Chairman of our Board,respect to this engagement, which was approved by the Audit Committee pursuant to which he agreed to provide transition services and assistance in connection with our efforts to expand certain of our brands globally (the “Consulting Agreement”). Recognizing that substantially all the services would be provided in 2015, we subsequently amended the Consulting Agreement. Pursuant to the Consulting Agreement, Mr. Caira received $1,425,000 in 2015. He will receive an annual payment of $37,500 in 2016 and 2017. The term of the Consulting Agreement commenced on January 1, 2015 and will terminate on December 31, 2017, subject to early termination by either party under certain circumstances.Related Party Transaction Policy.
Employee Indebtedness None of our current or former directors or executive officers has any amount of indebtedness outstanding to us. As of April 1, 2016,March 31, 2024, the aggregate amount of indebtedness outstanding by all current and former employees of RBI and any of its subsidiaries, and their respective associates, is as follows: | | | Purpose | | Aggregate Indebtedness (C$) to RBI or its Subsidiaries | Other | | 318,104519,819(1) |
| (1) | The reported aggregate indebtedness consists of loans denominated in U.S. dollars, Euros and Singapore dollars and was converted from these currencies to the Canadian dollar equivalent using the following exchange rates published in Bloomberg on April 1, 2016:by the Bank of Canada for March 31, 2024: 1 U.S. dollar = 1.301101.3539 Canadian dollars; 1 Euro = 1.481881.4722 Canadian dollars; and 1 Singapore dollar = 0.963201.0101 Canadian dollars. |
Executive Officer Diversity
We do not have a formal policy which specifies targets regarding the representation of women in executive officer positions. While we believe that diversity – including gender diversity – is an important consideration in determining the makeup of our executive team, it is only one of a number of factors (which include merit, talent, experience, expertise, leadership capabilities, innovative thinking and strategic agility) that are considered in selecting the best candidates for executive positions. We currently have two female executive officers, Jacqueline Friesner, Controller and Chief Accounting Officer, and Jill Granat, General Counsel and Corporate Secretary, who comprise 25% of our eight executive officers (as defined under Canadian securities laws).
Risk Management
Board Role in Management of Risk
The Board is actively involved in the oversight and management of risks that could affect RBI. This oversight and management is conducted primarily through its committees, but the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing the risk management function, specifically with respect to management’s assessment of risk exposures (including risks related to liquidity, operations and regulatory compliance), and the processes in place to monitor and control such exposures. In carrying out its responsibilities, the Audit Committee works closely with members of our management team responsible for monitoring such risks. The other committees of the Board consider the risks within their areas of responsibility. The Board satisfies its oversight responsibility through reports by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within RBI.
Compensation Risks
Based on a comprehensive review and analysis of our incentive plans and programs, the Compensation Committee believes these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our business. The Compensation Committee considered the following factors as part of its review and analysis of our incentive plans and programs:
› | Rigorous oversight from the Board, Compensation Committee and senior management with discretion to award and/or reduce payouts if excessive risk is taken; |
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Corporate Governance
› | Linkage of individual performance targets to the strategic plan established for the CEO by the Board and cascaded through a comprehensive process; |
› | Properly balanced pay mix between fixed and variable compensation; |
› | Annual cash incentive plans that measure business performance through a profitability metric (EBITDA) and includes free cash flow and zero based budgeting goals that gauge quality of performance; |
› | Capping annual cash incentive plan payouts to a maximum of 127.2% of the worldwide target; |
› | Equity awards in the form of stock options and restricted share units with a five-year cliff vest; and |
› | Bonus swap program that encourages retention of shares by requiring the forfeiture of matching stock options and restricted share units if shares are sold prior to vesting. |
Director Compensation General.The Board maintains a compensation arrangement for the non-management directors of the Board. The Board compensation arrangement is comprised of the following:
•› | | Initial Equity Grant. Under our director compensation program, for 2015, each non-management director wasis entitled to receive a one-time grant of stock options when first appointed to the Board. For 2023, this amount was at a notional value of $1,000,000 and it remains the same for 2024. In January 2023, the Board approved a one-time grant of stock options with a facegrant date of February 24, 2023 and a notional value of $500,000.$1,000,000 for Ms. Farjallat. In addition,April 2023, the Chairman was entitled to receiveBoard approved a one-time grant of stock options with a facegrant date of June 15, 2023 and a notional value of $1,000,000 andfor Ms. Fribourg. These options vest on the Vice Chairman was entitled to receive a one-time grant of options with a face value of $750,000 upon their election to the Board. Messrs. Behring, Franklin, Fribourg, Parker, Sicupira, Thompson Motta and Van Damme received their one-time option grant when they were first elected to the board of directors of BKW, our predecessor. Messrs. Caira, Lederer and Milroy received their one-time grant in 2015. The one-time option grant cliff vests in five years. In April 2016, the Board increased the face valuefifth anniversary of the one-time option grant for new non-management directors to $1,000,000. Otherwise,date and expire on the initial equity grant componenttenth anniversary of the director compensation arrangementgrant date, subject to partial vesting upon termination without cause or for 2016 remains the same as it was in 2015.death or disability. |
•› | | Retainer Fees. For 2015, 2023, non-management directors other than the Chairman and Vice ChairmanLead Independent Director, Mr. Hedayat, were entitled to receive an annual retainer of $50,000, the Chairman$50,000. The Lead Independent Director was entitled to receive an annual retainer of $100,000 and the Vice Chairman was entitled to receive an annual retainer of $75,000.$70,000. Each non-management member of the Audit Committee, Compensation Committee, NCG Committee and NCGConflicts Committee was entitled to receive an annual committee fee of $10,000. In April 2016, the Board approved an annual fee of $75,000 to non-management members of the Operations and Strategy Committee. Otherwise, theThe retainer component of the director compensation arrangement for 2016 remainsis the same as it was in 2015.for 2024. |
Non-management directors have the opportunity to elect to defer their annual retainer and committee fees and, in lieu of the cash fees, to receive a grant of restricted share units (RSUs) with a value of two times the foregone fees whichforgone fees. The RSUs are fully vested at the time of grant and will settlebe settled upon termination of board service. | | | | | | | Page 32| 2016 Proxy Statement26 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Corporate Governance The following table summarizes compensation paid to each of our non-employeenon-management directors during 2015. Mr. Schwartz, our Chief Executive Officer, is omitted from the table as he does2023. Directors who are employed by us do not receive any additional compensation for his services as a director.their service on the Board. | | | | | | | | | | | Name | | RBI Director Compensation | | | RSUs($)(1) | | Total 2015 Director
Compensation | Alexandre Behring | | | | 240,000 | | | | | $ 240,000 | | Marc Caira | | | | 150,000 | | | | | $ 150,000 | | Martin E. Franklin | | | | 120,000 | | | | | $ 120,000 | | Paul J. Fribourg | | | | 140,000 | | | | | $ 140,000 | | John A. Lederer | | | | 100,000 | | | | | $ 100,000 | | Thomas V. Milroy | | | | 120,000 | | | | | $ 120,000 | | Alan Parker | | | | 120,000 | | | | | $ 120,000 | | Carlos Alberto Sicupira | | | | 140,000 | | | | | $ 140,000 | | Roberto Moses Thompson Motta | | | | 100,000 | | | | | $ 100,000 | | Alexandre Van Damme | | | | 120,000 | | | | | $ 120,000 | |
| | | | | | | | | | | | | | | | | Name | | Fees Earned or
Paid in Cash
($) | | | Stock
Awards
($)(1)(2) | | | Option
Awards
($)(3) | | | Total 2023 Director
Compensation
($) | | Alexandre Behring | | | — | | | | 140,000 | | | | — | | | | 140,000 | | João Castro-Neves(4) | | | 19,589 | | | | — | | | | — | | | | 19,589 | | Maximilien de Limburg Stirum(5) | | | — | | | | 132,164 | | | | — | | | | 132,164 | | J. Patrick Doyle | | | — | | | | — | | | | — | | | | — | | Christina Farjallat | | | — | | | | 112,164 | | | | 263,728 | | | | 375,892 | | Jordana Fribourg(5) | | | — | | | | 72,986 | | | | 263,672 | | | | 336,658 | | Paul J. Fribourg(4) | | | 39,178 | | | | — | | | | — | | | | 39,178 | | Golnar Khosrowshahi(4) | | | 23,507 | | | | — | | | | — | | | | 23,507 | | Ali Hedayat(5) | | | — | | | | 184,329 | | | | — | | | | 184,329 | | Marc Lemann | | | — | | | | 100,000 | | | | — | | | | 100,000 | | Jason Melbourne(5) | | | — | | | | 144,329 | | | | — | | | | 144,329 | | Daniel Schwartz | | | — | | | | 100,000 | | | | — | | | | 100,000 | | Thecla Sweeney | | | — | | | | 100,000 | | | | — | | | | 100,000 | |
| (1) | All of our directors then in office elected to defer their retainer and committee fees for 20152023 and to receive restricted share units (RSUs) in lieu of cash with a value of two times the foregoneforgone fees. All of the directors made this election prior to December 31, 2022 or within 30 days of joining the Board in December 2014.2023. The RSUs were granted on December 31, 201529, 2023 based on the final sale$78.09 closing price of a common share of RBI on the date prior to the grant date, or December 30, 2015,28, 2023, and were fully vested on the grant date. The number of RSUs granted to each of the directors was determined based on the amount of the director’s retainer and committee fees, if applicable, divided by the final sale price of a common share of RBI on December 30, 2015, which was $37.13,$78.09, multiplied by two (2).two. |
| (2) | The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of awards for the fiscal year ended December 31, 2023 computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding these awards, refer to Note 13 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and on SEDAR+ at www.sedarplus.ca. |
| (3) | The amounts in the “Options” column reflect the aggregate grant date fair value of the one-time option grants made on February 24, 2023 to Ms. Farjallat and on June 15, 2023 to Ms. Fribourg, in each case following her election to the Board and computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the option awards, refer to Note 14 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and on SEDAR+ at www.sedarplus.ca. |
| (4) | Messrs. Castro-Neves and Fribourg and Ms. Khosrowshahi completed their terms on May 23, 2023. Amounts represent the pro-rated portion of director retainer and committee fees. |
| (5) | The amount of the retainer for Ms. Fribourg is pro-rated from the date she joined our Board through year end. The retainer amounts for Messrs. De Limburg Stirum, Hedayat and Melbourne included pro-rated amounts for changes in their committee memberships and Mr. Hedayat’s appointment as Lead Independent Director in May 2023. |
Director Stock Ownership Guidelines. In March 2021, the Board adopted stock ownership guidelines for non-employee directors to codify our practice of encouraging ownership by members of the Board. Under these guidelines, each non-employee director is required to own RBI equity with a market value of five times the annual base cash retainer within five years of the director’s election to the Board. RSUs count as shares owned for purposes of the stock ownership requirements. All of our non-employee directors who were serving for more than one year as of December 31, 2023 either met or were on track to meet this requirement. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 27 |
Corporate Governance The table below sets forth the aggregate number of RSUs, all of which are earned (other than for Mr. Doyle), and unexercised stock options held by each non-management director as of December 31, 2015:2023. The total value is calculated based on the closing price of RBI common shares on the NYSE of $78.13 and excludes the value of stock options. | | | | | | | | | | | | | | | | | | | | | Name | | RSUs (#) | | | Options (#) | | | Shares (#) | | | LP Units (#) | | | Total
Non-Option
Value ($) | | Alexandre Behring(1) | | | 130,496 | | | | — | | | | 148,000 | | | | — | | | | 21,758,892 | | Maximilien de Limburg Stirum | | | 6,612 | | | | 17,934 | | | | — | | | | — | | | | 516,596 | | J. Patrick Doyle(2) | | | 1,187,786 | | | | 2,000,000 | | | | 562,503 | | | | — | | | | 136,750,050 | | Christina Farjallat | | | 1,436 | | | | 15,218 | | | | — | | | | — | | | | 112,195 | | Jordana Fribourg | | | 934 | | | | 13,118 | | | | — | | | | — | | | | 72,973 | | Ali Hedayat | | | 15,309 | | | | 11,381 | | | | 4,728 | | | | — | | | | 1,565,491 | | Marc Lemann(3) | | | 3,714 | | | | 15,358 | | | | 15,000 | | | | — | | | | 1,462,125 | | Jason Melbourne | | | 5,776 | | | | 18,860 | | | | — | | | | — | | | | 451,279 | | Daniel Schwartz(4) | | | 10,834 | | | | — | | | | 1,382,207 | | | | 137,996 | | | | 119,619,891 | | Thecla Sweeney | | | 2,803 | | | | 17,841 | | | | 1,350 | | | | — | | | | 324,474 | |
| (1) | | | | | | NameAs of December 31, 2023, 128,704 of the RSUs and 148,000 of the shares were held by CLBB Investments Holdings Fund Ltd., of which Mr. Behring and his family control and own the equity.
| | Options | Alexandre Behring
| | | | 212,105 | | Marc Caira
| | | | 217,747 | | Martin E. Franklin
| | | | 32,786 | | Paul J. Fribourg
| | | | 106,050 | | John A. Lederer
| | | | 11,831 | | Thomas V. Milroy
| | | | 11,831 | | Alan Parker
| | | | 32,786 | | Carlos Alberto Sicupira
| | | | 106,050 | | Roberto Moses Thompson Motta
| | | | 25,627 | | Alexandre Van Damme
| | | | 141,105 | |
| (2) | As of December 31, 2023, 500,000 of the shares were held by Lodgepole 231 LLC, of which Mr. Doyle is a member and Investment Manager with the sole voting and dispositive power over all of the assets of the LLC. RSUs include fractional shares rounded to the nearest share. |
| (3) | As of December 31, 2023, the 15,000 shares were held by Maai Ltd., of which Mr. Lemann is the sole owner. |
| (4) | As of December 31, 2023, 1,549 of the RSUs, 529,186 of the shares, and 14,296 of the Partnership units are held by Miami Restaurant Holdings, LLC, and 854,570 of the shares and 123,700 of the Partnership units are held by Ameco Food Holdings LLC. Mr. Schwartz holds all voting and dispositive power over securities held by each entity. RSUs include fractional shares rounded to the nearest share. |
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In this section, you can read about EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS CompensationANALYSIS
Compensation Committee Report EXECUTIVE COMPENSATION TABLESCOMPENSATION
TABLES PROPOSAL 2 Advisory “say on pay vote” on executive compensation | | | | | | | | Page 34| 2016Restaurant Brands International | | 2024 Proxy Statement | | | | | Restaurant Brands International
| Page 29 |
Compensation Discussion and Analysis COMPENSATION DISCUSSION AND ANALYSIS GeneralCompensation Overview
This Compensation Discussion and Analysis which we refer to as the (“CD&A,&A”), outlines our compensation philosophy and objectives and describes our executive pay programs for 20152023 and specifically, for the followingcompensation of our named executive officers, whom we refer to as our NEOs: | › | | Daniel Schwartz, ourJoshua Kobza, Chief Executive Officer or “CEO”; |
| › | | Joshua Kobza, ourMatthew Dunnigan, Chief Financial Officer or “CFO”; |
| › | | José Cil, ourDavid Shear, President, Burger King, or BK, brand;International |
| › | | Elias Diaz Sesé, ourAxel Schwan, President, Tim Hortons, or TH, brand; andHortons; |
| › | | Heitor Gonçalves, our Chief Information, PeopleThomas Curtis, President, Burger King; and Performance Officer. |
Unless› | otherwise specified, all dollar amounts set forth in this CD&A are in U.S. dollars.José E. Cil, Former CEO through February 28, 2023. |
Unless otherwise specified, all dollar amounts set forth in this CD&A are in U.S. dollars. Pay for Performance Compensation Philosophy Our compensation philosophy is based on pay-for-performancerooted in our values of ownership and meritocratic principles. Our compensation programs are designed to accomplish each of the following goals:meritocracy and aligns with our shareholders’ interest in long-term value creation: | › | | rewarding superior financialTalent: attracting and operational performance;retaining top talent around the globe; |
| › | | placing a significant portion of compensation at risk if performance goals are not achieved;Performance: connecting executive outcomes to company performance; |
| › | | aligning the interests of the NEOs with those of our shareholders;Wealth Creation: tying wealth creation to significant, long-term equity ownership; and |
| › | | enabling us to attract, retain and motivate top talent.Risk Management: mitigating compensation-related retention risk. |
As described in further detail below, consistent with these goals, our compensation programs are designed to complement each other to provide a clear link between what we pay our NEOs and RBI’s performance over both short- and long-term periods. Our NEO compensation for 2015 reflects this commitment. | | | | | | | Page 30 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Compensation Discussion and Analysis Compensation Program Evolution 
Compensation Mix For 2015, 88%2023, 94% of our CEO’s target total direct compensation and an average of 85%90% of our other NEOs’the target total direct compensation for our other NEOs was performance-based and/or equity-based. 
| | | | | | | | Restaurant Brands International | | CEO Target Total Direct Compensation
2024 Proxy Statement | | Average of Other NEOs Target Total Direct Compensation | 
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Compensation Discussion and Analysis Leadership Changes Appointment of New CEO And Compensation Arrangement The Board appointed Mr. Kobza Chief Executive Officer effective March 1, 2023. Mr. Kobza has held a number of senior roles with the company over the last 12 years, including Chief Financial Officer, Chief Technology and Development Officer and Chief Operating Officer. In these roles he has had responsibility for overseeing strategy, technology, human resources, global procurement, supply chain, and international development and has been integral to our acquisitions. In connection with his appointment as Chief Executive Officer, the Board approved an increase to Mr. Kobza’s annual salary from $840,000 to $900,000, and an increase to his annual target bonus opportunity from 185% to 200% of his annual salary. Additionally, Mr. Kobza was granted 300,000 PSUs on February 22, 2023, that vest in May 2028 with the same share price performance targets as the PSUs granted to Mr. Doyle. This one-time award is intended to recognize the contributions of Mr. Kobza as well as his promotion to CEO and align the vision of CEO and Executive Chairman in increasing shareholder value. Mr. Kobza did not receive any additional PSU grants during the 2023 year. In 2024, Mr. Kobza’s PSU annual award amount was $9,000,000. Oversight of Executive Compensation Programs Role of Compensation Committee The Compensation Committee is responsible for establishing and overseeing our compensation philosophy and for setting our executive compensation and benefits policies and programs generally. In formulating our executive compensation packages, theThe Compensation Committee does not benchmarkassists the Board in overseeing all items as defined in its Charter and has access to a particular industry or groupmembers of companies, but it draws information from general experiencemanagement and the experience of other companiesindependent compensation consultants to assist in which principals of 3G Capital have an ownership interest.approving items under its purview. | | | Page 35| 2016 Proxy Statement | | Restaurant Brands International
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Compensation Discussion and Analysis
Consideration of Stockholder Advisory Vote As part of its compensation setting process, the Compensation Committee also reviews the results of the prior year’s shareholder advisory vote, includingvote. At the fact that 98%2023 annual meeting of shareholders, approximately 75% of the votes cast were voted in favor of RBI’s executive compensation at the 2015 Annual Meeting.compensation. The Compensation Committee intends to annually review the results of the advisory vote and will be cognizant ofconsider this feedback as well as the feedback obtained from shareholder engagement as it completes its annual review of each pay element and the total compensation packages of our namedNEOs. Our response and how we continued to engage with our shareholders following our 2023 shareholder advisory vote is detailed below. 
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Compensation Discussion and Analysis Shareholder Engagement and Feedback Received As discussed earlier, we actively engage with our shareholders on a number of different topics including compensation. Below are items of shareholder interest and how the executive officers.compensation programs align with our shareholders.
| | | | Shareholder Interest | | How RBI Aligns with Shareholders | | Compensation should be linked to shareholder returns | | Our 2023 PSUs are based on 100% rTSR measured against the companies in the S&P 500 Index on the date of grant. For the 2024 PSU awards we added a negative TSR performance cap where the maximum potential award is capped at 100% if RBI TSR is negative for the performance period. | | Enhanced disclosure on one-time awards intended to cover longer periods | | We communicated to shareholders the one-time awards for our Executive Chairman, Mr. Doyle, were intended to cover his five-year employment period and are not intended to be recurring. Additionally, we discussed that Mr. Doyle invested $30 million to purchase shares of RBI common stock which must be held for a five-year period or he would forfeit all unvested equity awards (Options, PSUs, and RSUs) granted to him, subject to specified exceptions. We also discussed the award provided to our CEO, Mr. Kobza, with shareholders and they understood the value in aligning the performance targets of our CEO and Executive Chairman to drive long-term shareholder value. | | Compensation should drive long-term value creation | | Majority of overall compensation is performance-based with a significant portion tied to long-term equity. Our annual bonus program rewards executives for delivering on key financial and operational performance goals, including performance metrics tied to ESG within individual performance goals. These items should drive long-term TSR performance which our PSUs measure on a relative basis vs. the companies in the S&P 500 on the date of grant. |
Compensation Peer Group For 2023, the Compensation Committee reviewed and approved the following Peer Group based on the recommendations provided by F.W. Cook for use in determining compensation competitiveness of our NEOs and other executives under their purview. The peer group was selected with a mix of restaurants, hospitality, gaming, consumer packaged goods and household products within a range of our revenue and market capitalization. The peer group includes the following: | | | | | | Chipotle Mexican Grill, Inc. | | Kellogg Company | | McDonald’s Corporation | | Darden Restaurants, Inc. | | Kimberly-Clark Corporation | | Royal Caribbean Cruises Ltd. | | Domino’s Pizza, Inc. | | Kraft Heinz Company | | Starbucks Corporation | | Hilton Worldwide Holdings, Inc. | | Las Vegas Sands Corp. | | The Wendy’s Company | | Hyatt Hotels Corporation | | Marriott International, Inc. | | Yum! Brands, Inc. |
Assessing Compensation Competitiveness The Compensation Committee annually reviews total compensation levels for each NEO and other executives under their purview and compares pay levels to the peer group and/or comparable market data points. The Committee follows the process detailed below to determine the market position for each individual executive and sets total compensation based on a variety of factors including individual performance, sustained performance over time, performance of the Company, performance of the individual business or functional area, critical skills, and time in position. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 33 |
Compensation Discussion and Analysis Role of Executives in Establishing Compensation Annually, the CEO proposes the financial metricmetrics and threshold, target and maximum performance levels for the Annual Bonus Program, subject to Compensation Committee and Board approval. The CEO also proposes the individual performance goals that will determine Individual Achievement under our Annual Bonus ProgramProgram. These individual performance goals are then approved by the Board for the CEO and then by the CEOCompensation Committee for the CEO Direct Reports, including the other NEOs. The Compensation Committee evaluates the performance of the CEO, anddetermines the CEO’s final Individual Achievement, and recommends to the full Board for approval the bonus payout are approved byof the full Board.CEO. The Compensation Committee approves the final Individual Achievement and bonus payout for each of the other NEOs based on the CEO’s recommendation. In addition, our CEO provides the Compensation Committee with recommendations regarding base salary and annual target bonus levels for the NEOs for the upcoming year and the aggregate total long-term incentive value that each other NEO (other thanshould receive and compares the CEO) should receive.proposed recommendations to market data for our peer group companies and other executive compensation surveys. Elements of Compensation Program As noted above, ourOur compensation program is based on a pay-for-performance philosophy. This section of the CD&AThe following provides an overview of each element of our compensation program and describes both the process for determining such compensation and how such compensation relates to RBI’s pay-for-performance philosophy and meritocratic principles. The following table below summarizes the primary elements and objectives of our 2015 compensation program for executive officers, including NEOs.
| | | | | | Element | | Description | | Primary Objective | | | | Base Salary | | •Ongoing cash compensation based on the executive officer’s role and responsibilities, individual job performance and experience | | •Recruitment and retention Provide a competitive compensation package | | | | Annual Cash Incentive
(Annual (Annual Bonus Program) | | •Annual cash incentive with target award amounts for each executive officer •Actual cash payouts are linked to achievement of annual company goalbusiness (75%) and individual (25%) performance targets, and can range from 0%-127% - 175% of target | | •Driving top-tier Connect pay outcome to company performance (short-term) • Performance incentive • Motivate and reward | | | | Stock OptionsMatching RSUs (tied to Bonus Swap)
| | •Discretionary stock option awards that Awarded pursuant to our Bonus Swap Program. • RSUs vest ratably over four years | | • Connect pay outcome to performance (long-term) • Alignment with shareholders • Further ownership culture • Retention incentive | | | | LTI - Performance Share Units (PSUs) | | • Awarded to senior leaders, top performers, or key hires • Three-year performance period • Payouts are linked to 3-year relative total shareholder vs. S&P 500 Index and range from 0%-150% • PSUs cliff vest after a five-yearthree-year period | | •Driving top-tier Connect pay outcome to performance (long-term) • Reward business performance • Alignment with shareholders • Further ownership culture • Performance incentive •Realized value linked entirely to stock appreciation •Retention
| Restricted Share Units (RSUs)
| | •RSUs that are awarded pursuant to our bonus swap program. RSUs cliff vest after a five-year period
| | •Driving top-tier performance (long-term)
•Alignment with shareholders
•Retention incentive
|
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Compensation Discussion and Analysis Base Salaries Objectives and Considerations. Base salary is the principal “fixed” element of executive compensation at RBI. We provide a base salary to recognize the skills, competencies, experience, and individual performance that the CEO and each CEO Direct Report brings to his or her position. In addition, because our executive officers operate as a team, the Compensation Committee also considers internal pay equity in establishing the base salary of the CEO Direct Reports. The Compensation Committee annually reviews the base salary of the CEO and each CEO Direct Report. We believe that the base salary review process serves our pay-for-performance philosophy because pay increases are generally performance-based and dependent on the NEO’s success and achievement in his or her role. In addition, each NEO’s target annual incentive award opportunity, as described below, is based on a percentage of his or her base salary. Therefore, as NEOs earn performance-based salary increases, their annual incentive award opportunities also increase proportionately. 2015 Actions. The Compensation Committee annually reviews the compensation of our NEOs and other executives under their purview. Based on the review the Compensation Committee approved increases in the 2015 basefollowing salaries of Messrs. Schwartz (from $700,000and bonus targets for our NEOs for 2023, with the only changes related to $800,000), Kobza (from $385,000 to $500,000), Cil (from $500,000 to $600,000), Diaz Sesé (from $391,278 to $600,000) and Gonçalves (from $440,000 to $500,000) in recognition of their expanded roles and responsibilities after the Transactions.Mr. Kobza’s appointment as CEO as described above:
| | | | | | | | | | | | | | | | | | | | | | | | | | Name | | 2022
Salary ($) | | | 2022
Target
Bonus | | | Total Target
2022 Cash
Comp ($) | | | 2023
Salary ($) | | | 2023
Target
Bonus | | | Total Target
2023 Cash
Comp ($) | | Joshua Kobza(1) | | | 840,000 | | | | 185 | % | | | 2,394,000 | | | | 900,000 | | | | 200 | % | | | 2,700,000 | | Matthew Dunnigan | | | 650,000 | | | | 130 | % | | | 1,495,000 | | | | 650,000 | | | | 130 | % | | | 1,495,000 | | David Shear | | | 700,000 | | | | 140 | % | | | 1,680,000 | | | | 700,000 | | | | 140 | % | | | 1,680,000 | | Axel Schwan | | | 550,000 | | | | 130 | % | | | 1,265,000 | | | | 550,000 | | | | 130 | % | | | 1,265,000 | | Thomas Curtis | | | 550,000 | | | | 130 | % | | | 1,265,000 | | | | 550,000 | | | | 130 | % | | | 1,265,000 | |
| (1) | Base salary and target bonus change as a result or Mr. Kobza’s promotion to CEO on March 1, 2023 |
Annual Bonus Program – Cash Incentive Objectives and Considerations. Annual cash incentives are performance-based and designed to motivate and reward employees who contribute positively towards our business strategy and achieve their individual performance goals. Annual cash incentives are only paid if we achieve our minimum financial goals for the calendar year. Plan Design. Most corporate employees, including our NEOs, are eligible to receive an annual performance-based cash bonus based on (1) RBI’s performance and (2) their individual performance.
The formula for determining an eligible employee’s annual cash bonus under the 2015 Annual Bonus Program (the “bonus payout” or “payout”) is set forth below.
| | | | | | | | | | | | | Target Bonus | | X | | Achievement
Percentage | | X | | Global
Multiplier | | = | | Bonus
Payout
|
Target Bonus.The annual target bonus for each participating employee is expressed as a percentage of base salary as of September 30th.for the performance year. Target bonuses are set based on the employee’s level, his or her experience, responsibilities, internal equity considerations, and prior year’s performance. Due to the nature of the CEO’s role and responsibilities, the CEO’s target bonus as a percentage of base salary is greater than that of the other NEOs. Plan Design Most corporate employees, including our NEOs, are eligible to receive an annual performance-based cash bonus based on (1) business performance and (2) their individual performance. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 35 |
Compensation Discussion and Analysis While the weighting may differ for employees by business, the formula for determining an eligible corporate employee’s (including our CEO) annual cash bonus under the 2023 Annual Bonus Program (the “bonus payout” or “payout”) is: 
In all cases, the actual bonus payout is subject to: | › | attainment of threshold performance of 50% of Adjusted EBITDA and individual achievement, |
| › | a reduction if certain expense targets or compliance requirements are not met, and |
| › | an upward or downward adjustment of up to 20% based on a qualitative evaluation of RBI’s performance and the executive’s performance, as recommended by the CEO and approved by the Compensation Committee. |
Business Achievement – For 2015,2023, the plan design is centered on achievement based 75% on business achievement and 25% on individual achievement. The metrics for business achievement selected by the Compensation Committee approved increases inand the target bonus (as a percentageBoard were comparable sales, net restaurant growth (“NRG”), Organic Adjusted EBITDA Growth, and Franchisee Profitability. The following table describes the weighting of base salary)these metrics for Messrs. Kobzaeach NEO: | | | | | | | | | | | | | | RBI Adj. EBITDA | | BU Adj. EBITDA | | NRG | | Comparable Sales | | Franchisee Profitability | Joshua Kobza | | 30% | | — | | 15% | | 20% | | 10% | Matthew Dunnigan | | 30% | | — | | 15% | | 20% | | 10% | David Shear | | 10% | | 25% | | 25% | | 15% | | — | Axel Schwan | | 10% | | 20% | | 10% | | 25% | | 10% | Thomas Curtis | | 10% | | 20% | | 10% | | 25% | | 10% |
For 2023, the Board and Gonçalves (from 140% to 150%) and for Messrs. Cil and Diaz Sesé (from 150% to 180%) in recognition of their expanded roles and responsibilities after the Transactions. Mr. Schwartz’s target bonus of 200% remained unchanged for 2015. Achievement Percentage. An executive’s Achievement Percentage is made up of Business Achievement (50%) and Individual Achievement (50%).
Business Achievement – Each year the board of directors of RBI establishes (1) the financial metric which will be used for measuring the financial performance of RBI and for our two brands and (2) the threshold, target and maximum performance levels which will apply to the calculation of each executive’s bonus based on the scope of the executive’s role within RBI.
For 2015, the board of directors selected year-over-year organic adjusted EBITDA growth (as adjusted for movements in currency exchange rates) as the financial measure for Business Achievement to facilitate performance comparisons from period to period and itCompensation Committee also established the threshold, target, and maximum performance levels usingbased on the prior year’s performancestrategic business plan as a baseline to determine achievement in the current year. RBI was required to achieve at least 80% of its organic adjusted EBITDA growth target in order for any payments to be made under the 2015 Annual Bonus Program. Each brand was required to achieve at least 80% of its organicfollows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Organic Adj. EBITDA Growth (%) | | | NRG (#) | | | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | RBI | | | 4.0 | | | | 9.5 | | | | 15.0 | | | | 1,116 | | | | 1,729 | | | | 2,128 | | BK US&C | | | 0.3 | | | | 5.5 | | | | 10.9 | | | | -360 | | | | -75 | | | | -50 | | TH US&C(1) | | | 1.8 | | | | 7.1 | | | | 12.4 | | | | 26 | | | | 50 | | | | 120 | | International | | | 8.0 | | | | 13.5 | | | | 20.0 | | | | 1,210 | | | | 1,464 | | | | 1,718 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Comparable Sales (%) | | | Franchisee Profitability ($m) | | | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | RBI | | | 2.9 | | | | 5.8 | | | | 11.5 | | |
| (Weighted Average of
Brand Performance)(2) |
| BK US&C | | | 2.0 | | | | 4.5 | | | | 9.0 | | | | 150 | | | | 163 | | | | 185 | | TH US&C(1) | | | 2.7 | | | | 5.4 | | | | 10.7 | | | | 220 | | | | 250 | | | | 280 | | International | | | 3.9 | | | | 7.8 | | | | 15.6 | | | | — | | | | — | | | | — | |
| (1) | Financial metrics based on Canadian dollars |
| (2) | Weighted average of brand performance based on 40% Burger King US&C / 40% Tim Hortons / 20% Popeyes |
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Compensation Discussion and Analysis adjustedFor 2023, the payout threshold for each metric was set at 50% of the target performance payout, while the maximum was set at 200% of the target performance payout. If consolidated RBI Organic Adjusted EBITDA growth target in order for a payment with respect to that brand’s target towas less than the threshold, there would be payable. We refer to our actual year-over-year organic adjusted EBITDA growth for RBI as “RBI EBITDA Growth Achievement” and our actual year-over-year organic adjusted EBITDA growth for each of our two brands as “Brand EBITDA Growth Achievement”.no payout.
For 2015, Business Achievement was measured on RBI EBITDA Growth Achievement for each of Messrs. Schwartz, Kobza and Gonçalves based on their roles and scope of responsibility at the RBI level. For Messrs. Cil and Diaz Sesé, of the 50% allocated to Business Achievement, 20% was measured on RBI EBITDA Growth Achievement and 30% was measured on Brand EBITDA Growth Achievement, which was the Burger King brand for Mr. Cil and the Tim Hortons brand for Mr. Diaz Sesé. For each NEO, of the 50% allocated to Business Achievement, the maximum payout was subject to a cap of 56%, should the maximum performance level be achieved.
Individual Achievement – We measure Individual Achievement is measured based on a participant’s overall achievement of his or her individual performance goals. If a participant’s Individual Achievement is less than 50%, then he or she will not receive a bonus payout for that year even ifAt the Business Achievement target is met or exceeded. Throughoutbeginning of the year, these performance goals are evaluated through a review ofparticipant is assigned multiple quantitative and qualitative metrics called “Key Performance Indicators” or “KPIs”. Each participant receives and each KPI is assigned a quarterly appraisalweighting. The Board approves the KPIs for the CEO and the Compensation Committee approves the KPIs for the CEO Direct Reports. These KPIs are generally measurable in nature and are established to correspond to relevant business goals depending on the role, such as digital sales, recruiting diversity and developing a sustainability framework, earnings per share, and guest satisfaction levels. None of the progress towardindividual KPIs is material to understanding the participant’sbonus program or how annual cash incentive amounts were determined in 2023. Individual performance goals based on achievementcannot exceed 100% of the KPIs. target. At the end of each year, the ChairmanChair of the Compensation Committee evaluates the individual performance of the CEO, and the CEO evaluates the individual performance of the CEO Direct Reports, including the other NEOs. In 2015, each NEO had multiple KPIs that were evaluated to measure performance of his individual performance goals. Each KPI wasis expressed as a percentage of completion and wasis assigned a corresponding weight (with 100% being full completion of each KPI and reflective of the maximum award applicable to each KPI). Individual Achievement represents the sum of the percentage completion of each KPI after the appropriate weight has been applied to each. NoneIf a participant achieves less than 20% of the individualaggregate KPIs is material to understanding how the bonus program operated,for his or how annual cash incentive amounts were determined, in 2015.
Global Multiplier. We have establishedher Individual Achievement, then he or she will not receive a Global Multiplier to adjust the overall bonus payout based upon performance against the organic adjusted EBITDA growth targets for RBI. For 2015, the “threshold” level represents a 20% reduction to the payout, the “target” level represents no adjustment to the payout, and the “maximum” level represents a 20% increase to the payout. If performance achieved is below the threshold level, no bonus payouts would be awarded. If RBI EBITDA Growth Achievement falls between the threshold level and target level, the Global Multiplier would be between a 20% reduction to the payout and 0%. Likewise, to the extent RBI EBITDA Growth Achievement falls between the target level and the maximum level, the Global Multiplier would be between 0% and a 20% increase to the payout.
Free Cash Flow Adjustment and Adjustment Factor. If we do not achieve the minimum free cash flow target that we established for 2015, then the bonus payout for all participants would be reduced by 30%. For 2015, we exceededthat year even if the 2015 free cash flow target. In addition, the CEO may adjust the bonus payout for any employee (other than the CEO) upbusiness achievement target is met or down by up to 20% based on a qualitative evaluation of our performance and the individual executive’s performance, subject to final approval of any such adjustment for the CEO and any CEO Direct Report and the amount of the overall bonus payout by the Compensation Committee. The Compensation Committee may adjust the bonus payout of the CEO up or down by up to 20% based on a similar evaluation.exceeded.
Limit on 2015 Actual 2023 Bonus Plan Awards.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Base Salary
Rate ($) | | | Bonus
Target (%) | | | RBI EBITDA (%) | | | BU
EBITDA
(%) | | | NRG
(%) | | | Comp
Sales (%) | | | FZ
Profit. (%) | | | Ind.
KPIs (%) | | | Actual
Bonus ($) | | | Joshua Kobza | | | 900,000 | | | | 200 | | | | 120 | | | | — | | | | 55 | | | | 140 | | | | 198 | | | | 88 | | | | 2,054,471 | | | Matthew Dunnigan | | | 650,000 | | | | 130 | | | | 120 | | | | — | | | | 55 | | | | 140 | | | | 198 | | | | 98 | | | | 985,585 | | | David Shear | | | 700,000 | | | | 140 | | | | 120 | | | | 127 | | | | 50 | | | | 116 | | | | — | | | | 86 | | | | 933,067 | | | Axel Schwan | | | 550,000 | | | | 130 | | | | 120 | | | | 102 | | | | 0 | | | | 194 | | | | 200 | | | | 98 | | | | 895,261 | | | Thomas Curtis | | | 550,000 | | | | 130 | | | | 120 | | | | 151 | | | | 82 | | | | 165 | | | | 200 | | | | 98 | | | | 973,135 | |
Annual Bonus Program Payouts. For 2015, the Compensation Committee established an umbrella plan for certain “covered employees” of RBI, as defined in Section 162(m) of the Internal Revenue Code (the “Code”) to comply with the requirements of Section 162(m). The maximum bonus opportunity for 2015 was the lesser of $10 million or 5% of RBI’s 2015 EBITDA for Mr. Schwartz and 4% of 2015 EBITDA for the other NEOs, provided that EBITDA for 2015 was at least $500 million. Since RBI’s 2015 EBITDA was in excess of $500 million, the maximum bonus opportunity for each NEO was $10 million. The umbrella plan serves only to provide a ceiling on the maximum bonus payout that any NEO may receive, and the actual bonus paid to each NEO was determined pursuant to the 2015 Annual Bonus Program described above. In January 2016, the Compensation | | | Page 38| 2016 Proxy Statement | | Restaurant Brands International
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Compensation Discussion and Analysis
Committee certified that, based on RBI’s EBITDA for 2015, the maximum bonus payout for each NEO for 2015 was $10 million. The Compensation Committee then exercised negative discretion to pay a lesser amount to each NEO consistent with the 2015 Annual Bonus Program.
2015 Performance. For 2015, our threshold, target and maximum performance levels as well as the EBITDA Growth Achievement for RBI and our two brands were as follows:
2015 EBITDA Growth Performance Levels
| | | | | | | | | | | | RBI EBITDA Growth | | | | Threshold | | Target | | Maximum | | EBITDA Growth
Achievement | Tim Hortons | | 11% | | 13% | | 16% | | 29% | Burger King | | 8% | | 10% | | 12% | | 13% | RBI and Global Multiplier | | 9% | | 12% | | 14% | | 21% |
Since our RBI EBITDA Growth Achievement exceeded the maximum performance level, our Global Multiplier was +20% or 120%. Based on the foregoing results, each NEO received the maximum potential payout for Business Achievement for 2015.
Individual Achievement for the NEOs for 2015 was 80.0%, 71.8%, 74.3%, 91.0% and 99.0% for Messrs. Schwartz, Kobza, Cil, Diaz Sesé and Gonçalves, respectively. Upon evaluation of our strong RBI and Brand EBITDA Growth Achievement and the Individual Achievement of Messrs. Kobza, Diaz Sesé and Gonçalves, Mr. Schwartz approved an upward adjustment to the bonus payout of the following executives as follows: Mr. Kobza, 8.8%; Mr. Diaz Sesé, 14.0% and Mr. Gonçalves, 5.3%. The Compensation Committee approved these adjustments, as well as an upward adjustment to the bonus payout for Mr. Schwartz of 5.8%.
The actual bonus amounts are set forth in the 2015 Summary Compensation Table in this proxy statement. As discussed below, all of the NEOs elected to use a portion of their cash bonus to purchase common shares of RBI in the 2015– Bonus Swap Program, which, we believe, demonstrates our NEOs’ alignment with our shareholders and their confidence in our long-term success.RSUs
Annual Bonus Swap Program
Objectives and Considerations. As part of itsour commitment to fostering anour ownership focus and mentality, RBI provides its executives with an opportunity to invest a portion of their annual cash bonus into RBI common shares (we refer to these purchased shares as “Investment Shares”), and leverage that investment through the issuance of matching equity grants. Until 2015, RBI and BKW, its predecessor, used stock options for the annual bonus swap program (we refer to these stock options as “Bonus Matching Options”). In January 2015, the Compensation Committee approved the terms of the 2015 Bonus Swap Program, including the use of RSUs (we refer to these RSUs as “Bonus Matching RSUs”). 20152023 and 2022 Bonus Swap Program. Under the 20152023 Bonus Swap Program, eligible employees were offered an opportunity to use either 25% or 50% (the “Swap Election Percentage”) of their calculated net bonus for 20152023 (after deducting an amount based on a theoretical tax rate of 40%) in the US) to purchase Investment Shares. The Swap Election Percentage for each of our NEOs was 50%. The number of Investment Shares purchased was calculated asby multiplying the product of the calculatedtheoretical net bonus and the Swap Election Percentage dividedand then dividing by the last salesclosing price on the trading day prior to the date of purchase reported on the TSX (denominated in Canadian dollars) for Canadian participants or on the NYSE (denominated in U.S. dollars) for all other participants, in each case on the date prior to the dateparticipants. Each of purchase.our eligible NEOs elected a Swap Election Percentage of 50%.
Employees who elected to purchase Investment Shares also received Bonus Matching RSUs, based on their Swap Election Percentage and their level within the organization. For each participating NEO, the Bonus Matching RSUs were calculated by (1) multiplying the NEO’s gross bonus by the Swap Election Percentage, or 50%, (2) multiplying thisas follows: | | | | | | | | | | | | | | | | | | | | | | | | | | Page 39| 2016 Proxy StatementGross
Bonus | | X | | Swap Election (50%) | | X | | RSU multiplier (2.25x) | | / | | NYSE Closing Price ($75.38) | | = | | # Bonus Matching RSUs |
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Compensation Discussion and Analysis amount by two (the RSU matching multiplier), and (3) dividing the total by the last salesThe closing price reportedis determined on the NYSE on the datetrading day prior to the grant date. Both the purchase date of the Investment Shares and the grant date for the Bonus Matching RSUs were the same as the bonus payment date under the 20152023 Annual Bonus Program.Program, which was February 23, 2024.
Dividend equivalents accrue on the Bonus Matching RSUs in additional RSUs having a fair market value as of the applicable dividend payment date equal to the value of the dividend that would have been distributed if a Bonus Matching RSU was an issued and outstanding common share (the “Dividend Equivalents”). The Dividend Equivalents are subject to the same terms and conditions as the Bonus Matching RSUs to which they relate and will be settled on the relevant settlement date of the Bonus Matching RSUs. The 2023 Bonus Matching RSUs issued in 2024 for the 2023 bonus payout will cliff vest ratably on December 31, 2020.15 of 2024, 2025, 2026 and 2027, subject to the retention of the Investment Shares. All of the unvested Bonus Matching RSUs will be forfeited if an NEO’s employmentservice to RBI is terminated for any reason (including due to retirement orother than termination without cause) prior to December 31, 2017. If an NEO sells more than 50%cause within 12 months after a change of his Investment Shares before the vesting date, he will forfeit 100%control. The terms of the Matching RSUs. An NEO who sells 50% or less of the Investment Shares before the vesting date will forfeit 50% of the Bonus Matching RSUs and a proportional amount of the remaining Bonus Matching RSUs. The Compensation Committee approved the grants of Bonus Matching RSUs to the participants in the 20152022 Bonus Swap Program in January 2016.are substantially the same as the 2023 Bonus Swap Program. The following table sets forth, for each NEO, the number of Bonus Matching RSUs grantedissued to such NEO:NEO on February 23, 2024 and February 22, 2023, respectively: | | | | | NEO
| | 2015 | | | | | | | | | NEO | | 2023 Bonus Matching
RSUs (#) | | | 2022 Bonus Matching
RSUs (#) | | Joshua Kobza | | | 30,661 | | | | 25,916 | | Matthew Dunnigan | | | 14,709 | | | | 14,541 | | David Shear | | | 13,925 | | | | 21,970 | | Axel Schwan | | | 13,361 | | | | 15,686 | | Thomas Curtis | | | 14,523 | | | | 9,086 | |
The 2023 Bonus Matching
RSUs (#) | | Daniel Schwartz
| | | 57,915 | | Joshua Kobza
| | | 26,730 | | José Cil
| | | 35,640 | | Elias Diaz Sesé
| | | 44,550 | (1) | Heitor Gonçalves
| | | 29,700 | |
(1) | The number of Matching RSUs for Mr. Diaz Sesé was based on his U.S. dollar denominated bonus. |
The Matching RSUs will be reported in the 20162024 Summary Compensation Table and 20162024 Grants of Plan-Based Awards Table. Additional information regarding the 2022 Bonus Matching RSUs is provided in the 2023 Summary Compensation Table, the 2023 Grants of Plan-Based Awards Table and the 2023 Outstanding Equity Awards at Fiscal Year-End Table.
2014Long-Term 2023 Performance Share Units
Consistent with our values of ownership and meritocracy, our Compensation Committee believes equity-based compensation should be an important component of our compensation structure. In addition to the opportunity to participate in the ownership of RBI through the Annual Bonus Swap Program,. Under for 2023 we provided equity awards to NEOs in the 2014 Bonus Swap Program, eligible employees were offeredform of PSUs. Beginning in 2021, the Compensation Committee adopted a long-term compensation philosophy of granting smaller, shorter vested, more consistent equity awards than the prior practice of granting larger awards, but not on an opportunityannual basis. In keeping with our principle of meritocracy, the Compensation Committee has maintained discretion with respect to use either 25% or 50%the size of their calculated net bonus for 2014 to purchase Investment Shares and to receive Bonus Matching Options to purchase RBI common shares at an exercise price of $42.26 per share based on their Swap Election Percentage and their levelawards within the organization. Messrs. Schwartz,applicable compensation levels. As Mr. Kobza’s sole grant for 2023 and in connection with his appointment as CEO, the Board approved 300,000 PSUs to be granted to him on February 22, 2023, that vest in May 2028 with the same share price performance targets as the PSUs granted to Mr. Doyle. This aligns the long-term performance awards of both our CEO, Mr. Kobza, Cil, Diaz Sesé and Gonçalves each elected to invest 50% of their calculated net bonus into Investment Shares. The Bonus Matching Options will cliff vest on December 31, 2019. For our NEOs, 50% ofExecutive Chairman, Mr. Doyle, with our shareholders interest in long-term stock price appreciation. As an initial award granted in connection with Mr. Kobza becoming the Bonus Matching Options are subject to 100% forfeiture ifCEO, this award was larger than the NEO sells the related Investment Shares prior to the vesting date,amount that should be expected going forward. | | | | | | | Page 38 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Compensation Discussion and the balance of the Bonus Matching Options are subject to proportionate forfeiture if the NEO sells any Investment Shares. The amounts set forth below reflect the Bonus Matching Options issued:Analysis | | | | Award | | Details | | PSUs | | | NEO- 300,000 PSUs with five year cliff vesting
- Number of PSUs earned is based entirely on RBI’s total shareholder return ¡Threshold: 50% achievement at RBI share price of $81.32 ¡Target: 100% achievement at RBI share price of $97.87 ¡Max: 200% achievement at RBI share price of $122.23 | | 2014 Bonus Matching
Options (#)Stock price was selected as the metric for PSUs so that Mr. Kobza would earn his awards if and only if shareholders see a meaningful increase in the value of their stock and the performance targets are aligned to the award provided to our Executive Chairman, Mr. Doyle. Target amount can be earned using the volume weighted average price on the NYSE over 30 consecutive trading days (plus cumulative dividends) during the grant date until five years following the grant date, but if earned prior to the end of such period will be subject to forfeiture based on continued service as further described in the performance award agreement. Any amounts greater than the target amount will be earned based on the price of RBI common shares (plus cumulative dividends) during the last year of the award. |
The Compensation Committee approved long-term incentive awards to the applicable NEOs with a grant date of February 22, 2023, in the form of PSUs that cliff vest on February 22, 2026. The performance measure for purposes of determining the number of PSUs earned consist of three-year relative TSR performance (“rTSR”) against the companies in the S&P 500 Index at the start of the three-year performance period ending on December 31, 2025. Performance will be determined on the following schedule: | | | Performance Level | | TSR Percentage Earned
(% of Target) | >85th Percentile | | 150% | 50th – 85th Percentile | | Linear interpolation | 50th Percentile | | 100% | 25th – 50th Percentile | | Linear interpolation | 25th Percentile | | 50% | <25th Percentile | | 0% |
The grants to the applicable NEOs were as follows: | | | | | Name | | # of PSUs | | Daniel SchwartzMatthew Dunnigan | | | 82,82036,900 | | Joshua KobzaDavid Shear | | | 35,49473,800 | | José CilAxel Schwan | | | 35,96773,800 | | Elias Diaz SeséThomas Curtis | | | 25,809 | | Heitor Gonçalves
| | | 32,41844,280 | |
Additional information regarding these stock optionsawards is provided in the 2015 Grant2023 Summary Compensation Table, the 2023 Grants of Plan BasedPlan-Based Awards Table and the 20152023 Outstanding Equity Awards at Fiscal Year-End Table. Discretionary Equity Grants
From time to time, we may make discretionary stock option awards to employees, at such time as the Committee or our CEO determines appropriate. Stock options are granted with an exercise price based on the fair market value of an RBI common share on the grant date and thus have value only to the extent that the value of our common shares increases after the grant date. Stock options typically cliff vest on the fifth anniversary of the grant date.
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In 2015, the Compensation Committee approved discretionary option awards of 333,333 stock options, 300,000 stock options, 166,667 stock options, 166,667 stock options and 100,000 stock options, to Messrs. Schwartz, Kobza, Cil, Diaz Sesé and Gonçalves, respectively, for exemplary performance. The options have an exercise price of $42.26 and will cliff vest on March 6, 2020. Additional information regarding these stock options is provided in the 2015 Grant of Plan Based Awards Table and the 2015 Outstanding Equity Awards at Fiscal Year-End Table.
Benefits and Perquisites In addition to base salary, annual cash bonuses and long-term equity incentives, we provided and continue to provide (except as set forth below) the following executive benefit programs to our NEOs and other executives: Executive Life Insurance Program The Executive Life Insurance Program provides life insurance coverage which is paid by us and allows our U.S. executives to purchase additional life insurance coverage at their own expense. Coverage for our NEOs except with respect to Mr. Diaz Sesé, which is paid by us, is limited to the lesser of $1.3 million or 2.75 times base salary. For Mr. Diaz Sesé, his Executive Life Insurance Program is equal to four times base salary, subject to a C$1.0 million limit.
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Compensation Discussion and Analysis Executive Health Plan Messrs. Diaz Sesé and CilMr. Shear received medical and dental coverage through Cigna International for all or a portion of 2015, respectively.2023 via an international benefits policy. Under this program, we pay the premiums for this insurance coverage, which pays 100% of most of the medical and dental expenses of Messrs. Cil and Diaz Sesé and those of their eligible dependents. We also pay for premiums for annual comprehensive physicals for BKW employees at the level of vice president and above.Mr. Shear. Further details are provided in the 20152023 All Other Compensation Table.
Certain Other Benefits
We also maintain a comprehensive benefits program consisting of retirement income and health and welfare plans, which are available to the NEOs on the same basis as all other full-time employees. The objective of the program is to provide full-time employees with reasonable and competitive levels of financial support in the event of retirement, death, disability, or illness, which may interrupt the eligible employee’s employment or income received as an active employee. Our health and welfare plans consist of life, disability and health insurance benefit plans that are available to all eligible full-time employees. We also provide a 401(k) plan that is available to all eligible full-time U.S. employees. The 401(k) plan includes a matching feature of up to 4%four percent of the employee’s base salary, subject to IRS limits. All of our TH Canadian employees, including Mr. Diaz Sesé, are required to participate in TH’s retirement plan, a defined contribution benefits plan (the “TH Retirement Plan”). Participants become eligible once they have completed 12 months of full-time continuous employment (or 24 months of part-time employment). Participants contribute 2% of their base salary, while TH contributes an amount equal to 5% of their base salary. Participants can make voluntary additional contributions, which TH will match up to an additional 1% of base salary. All contributions under the plan are subjected to legislated maximum limits (a combined total of C$25,370 per individual for both employer and employee contributions in 2015). Benefits vest immediately. Upon retirement, participants are entitled to receive the aggregate balance of their plan account. Payments are made periodically to the participant and upon his or her death, payments continue to be made to the participant’s survivor. Participants may elect to receive payments over 5, 10 or 15 years, or have an annuity purchased. Employees who are no longer employed by Tim Hortons may withdraw the benefit amounts prior to retirement in accordance with Canadian laws and regulations governing the plan. TH also offers executive medical benefits, life and accidental death and dismemberment insurance.
From time to time RBI provides limited perquisite benefits. In 2015, RBI provided a relocation payment to Mr. Gonçalves to assist with the costs associated with his incremental living expenses in Canada relating to his
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new job responsibilities there and provided Mr. Diaz Sesé and Mr. Cil with moving expenses to facilitate their relocation from Singapore to Canada and from Switzerland to the U.S., respectively. Similarly, RBI provided tax support in the form of tax equalization and tax preparation services to each of the salaried NEOs for business reasons. We also pay for annual comprehensive physicals for employees at the level of vice president and above. Additionally, we offer, at our cost, long term disability insurance of up to 60% of eligible earnings, not to exceed $10,000 per month. From time to time, RBI provides other limited perquisite benefits. Further details are provided in the 2023 All Other Compensation Table.
Clawback and Anti-Hedging Policies The Compensation Committee maintains a clawback policy which requires RBI to seek to recoup incentive awards made to RBI’s executive officers if the financial results on which such awards were based are subsequently restated. Effective November 30, 2023, the policy was Amended and Restated to require with respect to incentive-based compensation received or deemed received after October 2, 2023 that, in the event of a restatement, the Compensation Committee determine the amount of incentive-based compensation that exceeds the amount that would have been received based on restated amounts. The Company shall demand repayment or return of such amounts from executive officers. For compensation received prior to October 2, 2023, the prior policy will apply and requires RBI to seek to recoup amounts to the extent such incentive compensation was within a two-year period and the executive officer’s intentional misconduct contributed to the restatement. Our 2023 Omnibus Plan and our Amended and Restated 2014 Omnibus Incentive Plan each provide that any awards granted under such plan on or after January 1, 2017 are subject to recoupment pursuant to the clawback policy and applicable law. In addition, our stock option, PSU and RSU award agreements provide that, in certain circumstances, the award and any proceeds or other benefits a participant may receive may be subject to forfeiture and/or repayment to RBI. Our insider trading policy limits the timing and types of transactions in RBI securities by executive officers, directors, and employees, including our NEOs. Among other restrictions, the policy prohibits short selling, hedging, margin accounts, and pledging transactions by RBI employees, including the NEOs, other than broker assisted exercise or settlement of equity awards. Non-employee directors are prohibited from short-selling RBI securities and transacting in puts or calls on RBI securities.securities and also must comply with pre-clearance procedures for any other hedging, margin account or pledge transactions. | | | | | | | Page 40 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Compensation Discussion and Analysis Stock Ownership Guidelines To further align the interests of RBI’s executive officers with those of its stockholders and ensure a long-term perspective, the Compensation Committee has adopted minimum stock ownership guidelines. Effective January 2021, the minimum ownerships levels are as follows: | | | | | | | Position | | Guidelines
Multiple of
Base Salary | | | | CEO | | | 12x Base Salary | | | 75.6x CEO Ownership as of February 29, 2024 | Pay Band 9 & 10 (Executive Vice President and C-Suite) | | | 6x Base Salary | | Pay Band 8 (Senior Vice President) | | | 4x Base Salary | | Pay Band 7 (Vice President) | | | 2x Base Salary | |
Executives have five years from the adoption date of the policy or from their initial promotion into an eligible position to achieve the required ownership levels. Executive officers that were subject to the prior guidelines from 2017 must currently meet the requirements of 5x base salary for the CEO and 3x base salary for Pay Bands 9 & 10 (unless they have been in position for less than five years) and then meet the new requirements within five years from January 2021 or, if later, the start date in the applicable position. The Compensation Committee may allow exceptions to these guidelines in the event of hardship or other extraordinary circumstances. These guidelines provide that (1) outstanding RBI common shares and Partnership exchangeable units directly owned, (2) outstanding RBI common shares and Partnership exchangeable units held by an executive’s spouse or dependent children or by a trust held for the benefit of the executive’s spouse and/or children where executive and/or spouse is trustee or investment advisor, (3) RSUs held by executive, net of assumed 45% tax rate, (4) earned but unvested PSUs held by executive, net of assumed 45% tax rate, and (5) vested options (calculated on after-tax net proceeds, assuming a 45% tax rate) may be included in determining whether an officer has met the minimum ownership requirement. As of February 29, 2024, the total value of equity held by Mr. Kobza, our Chief Executive Officer, in accordance with the policy was $68.1 million, or 75.6x his base salary rate, consisting of $3,810,807 after tax RSUs, $9,485,805 after tax earned PSUs, $8,810,523 after tax option value, $45,526,252 in common shares, and $420,320 in Partnership units (based on the closing price of our common shares on the NYSE that day of $77.65). All of the NEOs have met the guidelines as of February 29, 2024. Employment and Separation Agreements Employment Agreements with Messrs. Schwartz, Kobza and Gonçalves
During 2023, RBI and two of its subsidiaries Burger(Burger King CorporationCompany LLC or a subsidiary thereof and The TDL Group Corp., have) had employment agreements (the “Tri-Party Employment Agreements”) in place with each of Messrs. Schwartz,Cil, Kobza and GonçalvesDunnigan due to the fact that these executives allocate their working hours among RBI and the subsidiaries. Each suchPursuant to the Tri-Party Employment Agreements, each company will beis responsible for paying that portion of the executive’s salary and annual bonus based on the percentage of the executive’s working hours allocated to such company, butcompany. Each Tri-Party Employment Agreement sets forth the total amount of base compensation to be paid to each of Messrs. Schwartz, Kobzasalary and Gonçalves by all such companies is $800,000, $600,000 and $500,000, respectively. Each executive is eligible to participate in the annual bonus program incentive plan maintained by RBI, in its sole discretion. For 2016, the target bonus for Messrs. Schwartz, Kobza and Gonçalves (as a percentage of base salary) is 200%, 180% and 150%, respectively.of the executive (as described above). The bonus will be paid to the executives by the respective companies based on the same allocation applied to base compensation. EachTri-Party Employment Agreements also provide that (i) each of the executives is tax equalized to the U.S. to help ensure that the executive does not gain or lose financially due to the different tax and social security implications or consequences of the executive’s employment with the three companies. Also, pursuant to these employment agreements,companies and (ii) that RBI payswill pay for tax preparation services for Messrs. Schwartz, Kobza and Gonçalves.such executive. Either the company or the executive may terminate the employment relationship at any time. If a company terminates the employment of an executive under its respective employment agreement without cause or due to the executive’s death or disability, the provisions of RBI’s policies relating to termination of employment applicable to employees at the executive’s grade level as in effect at the time of termination, including, if applicable, RBI’s severance policy, or provincial employment standards legislation, if such legislation provides for greater severance benefits, will apply. This severance will be paid to the executives by the respective companies based on the same allocation applied to base compensation. If an executive is terminated by one company, his or her employment with the other companies will also terminate. Tax Equalization Agreement
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Compensation Discussion and Analysis In December 2020, Mr. Shear entered into a letter agreement with Mr. Diaz Sesé On July 1, 2015, weseveral of our foreign subsidiaries regarding his salary, bonus, and benefits. In 2021, he entered into a tax equalization letter agreement with respect to compensation while he is employed in Switzerland, so that his tax responsibility will be based on employment in the US. In March 2024, Mr. Diaz SeséShear and our subsidiaries modified his offer letter to reflect his new role as an advisor and entered into a separation agreement pursuant to which Mr. Shear will separate from the company effective March 1, 2025 and will be eligible for severance benefits upon termination of employment, including payment of relocation benefits for a move back to the U.S. and a lump sum payment of $42,000 in lieu of post-employment health and welfare benefits. In consideration for such benefits, Mr. Shear has confirmed various post-employment restrictive covenants, including those related to non-competition, non-solicitation and confidentiality. He also agreed to additional covenants related to non-disparagement and non-interference with franchisee relations, as well as a release of claims in favor of the Company.
As previously disclosed, in April 2024, Mr. Dunnigan entered into a separation agreement pursuant to which we agreed to tax equalizeprovide severance benefits upon termination of employment, including an amount equivalent to his annual base salary and health and welfare benefits for one year. Also, Mr. Dunnigan will vest in an additional 30% of his 2020 performance stock units, in recognition of completion of four years of the United Statesfive-year vesting period. In consideration for such benefits, Mr. Dunnigan has confirmed various post-employment restrictive covenants, including those related to non-competition, non-solicitation and confidentiality. He also agreed to additional covenants related to non-disparagement and non-interference with franchisee relations, as well as a release of claims in favor of the stock options previously grantedCompany. In February 2023, Mr. Cil entered into several agreements that modify his Tri-Party Employment Agreements to terminate the agreements with RBI and The TDL Group Corp. and amend his agreement with Burger King Company to reflect his role as an advisor, effective March 1, 2023. In this position he received an annual base salary of $200,000 and did not participate in any annual incentive programs. We also entered into a separation agreement with Mr. Diaz Sesé while employed by our Singapore subsidiary. In connectionCil effective March 1, 2024, pursuant to which we agreed to provide COBRA coverage for up to 18 months after his term as advisor, and Mr. Cil provided us with this agreement, we paid the taxes due to the Singapore tax authorities based on the deemed exercise of these stock options upon his exit from Singapore.a full release. Non-Competition and Confidentiality Each of the NEOs has agreed in his or her employment agreement or in a non-compete, non-solicitation and confidentiality agreement (i) not to compete with us during the term of his or her employment and for one year after the termination of employment, (ii) not to solicit our employees or franchisees during the term of his or her employment and for one year after termination, and (iii) to maintain the confidentiality of our information. If the executive breaches any of these covenants, we will cease providing any severance (if applicable) or other benefits to him.him or her. Actions Regarding 2024 Compensation 2024 Annual Incentive Plan In February 2024, the Compensation Committee replaced Adjusted EBITDA with Adjusted Operating Income (“AOI”) to focus leadership on effective capital management to drive long-term performance and profitability. The requirement to meet the threshold consolidated RBI AOI in order to be eligible for an incentive payment remains. | | | | | | | Page 42| 2016 Proxy Statement | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Compensation Discussion and Analysis Tax Considerations2024 Long Term Incentive Grants
Section 162(m) of the Code generally limits the tax deductibility of annual compensation paid by a publicly-held company to $1,000,000 per covered individual employee per year. The Compensation Committee has principally utilized performance-based compensation programs, including the Annual Bonus Program and our 2014 Omnibus Plan, which meet the deductibility requirements under Section 162(m). However, the Compensation Committee also realizes that in order to attract and retain individuals with superior talent, we may decide to pay compensation that is not deductible under Section 162(m).
Actions Regarding 2016 Compensation
Changes in Base Salaries and Target Bonuses. The Compensation Committee approved an increase in the base salary and target bonus percentage of Mr. Kobza from $500,000 and 150% to $600,000 and 180%, respectively, asFor 2024, the Compensation Committee determined that this was necessaryto grant all equity to NEOs in the form of PSUs in order to make his base salaryalign incentives with our business priorities and target bonus percentage competitivebased on feedback from shareholder engagement. The performance metric for his role as Chief Financial Officer.
Amendments to 2014 Omnibus Plan. The Board approved amendmentsthe PSUs is based on the relative total shareholder return of our common shares on the NYSE compared to the 2014 Omnibus Plan to provideperformance of the S&P 500 for the transferperiod from February 23, 2024 (grant date) to the plan of RBI common shares not used to settle awards under the prior plans adopted by BKW and Tim Hortons and assumed by RBI in connection with the Transactions and to make other administrative changes. The approval of the amendments is subject to approval by shareholders of RBI at the Meeting.
Discretionary Grants.February 23, 2027. The Compensation Committee approved discretionary awards of 250,000 stock options, 125,000 stock options, 150,000 stock options and 150,000 stock options to Messrs. Schwartz, Cil, Diaz Sesé and Gonçalves, respectively, for exemplary performance. The options, which were granted on February 26, 2016, have an exercise price of $33.67 and will cliff vest on February 26, 2021. In addition,established the Compensation Committee approved a discretionary award of 350,000following performance based restricted share units to Mr. Kobza, our CFO, for exemplary performance. This award, which was also granted on February 26, 2016, has a three-year performance period and will cliff vest on February 26, 2021. The performance measure for purposes of determining the number of units earned by Mr. Kobza is RBI’s compounded organic adjusted EBITDA growth rate over the performance period. If Mr. Kobza’s employment is terminated (other than due to death or disability) prior to February 26, 2019, he will forfeit the entire award.
2016 Bonus Program. Our Board approved the threshold, target and maximum performance levels for the 2016 Annual Bonus Program and approved organic adjusted EBITDA growth as the measure for Business Achievement. For 2016, RBI must achieve at least 80% of the organic adjusted EBITDA growth target for RBI in order for any payments to be made under the 2016 Annual Bonus Program. For each participant, the “threshold” level represents an 80% payout, the “target” level represents a 100% payout and the “maximum” level represents a 120% payout, and a global multiplier will be applied to calculate the bonus for all participants. In January 2016, the Compensation Committee approved the 2016 Annual Bonus Program on substantially the same terms as the 2015 Annual Bonus Program described in this CD&A under “Elements of Compensation Program – Annual Bonus Program”.
Adoption of Umbrella Plan. The Compensation Committee approved an umbrella plan which establishes a maximum amount the NEOs and other persons covered by Section 16(b) of the Exchange Act are eligible to receive as a cash incentive payment under the 2016 Annual Bonus Program for purposes of complying with Section 162(m) of the Code. The maximum bonus opportunity for 2016 is the same as for 2015 as described in this CD&A under“Elements of Compensation and Benefit Programs – Annual Bonus Program – Limit on 2015 Annual Bonus Program Payout”. The threshold, target and maximum performance levels approved by the Board in October 2015 in connection with the 2016 Annual Bonus Program will serve as a guideline to the Compensation Committee in exercising its negative discretion for determining the actual amount of each executive’s cash incentive payment for 2016, if any.
2016 Bonus Swap Program. The Compensation Committee approved the 2016 Bonus Swap Program on substantially the same terms as the 2015 Bonus Swap Program described in this CD&A under“Elements of Compensation Program – Annual Bonus Swap Program – 2015 Bonus Swap Program”.levels:
| | | | | Performance Level | | Percentage
Earned
(% of Target) | | Performance Cap | Page 43| 2016 Proxy Statement>85th Percentile | | 150% | | Performance is capped at 100% if RBI’s TSR is negative for the performance period | 60th – 85th Percentile | | Linear interpolation | 50th – 60th Percentile | | 100% | 25th – 50th Percentile | | Linear interpolation | 25th Percentile | | 50% | <25th Percentile | | 0% |
The grants to the NEOs were as follows: | | | | | Name | | # of PSUs | | Joshua Kobza | | | 119,395 | | Matthew Dunnigan | | | 33,165 | | David Shear | | | 59,697 | | Axel Schwan | | | 53,064 | | Thomas Curtis | | | 59,697 | |
Additional information regarding these awards will be provided in the 2024 Grants of Plan-Based Awards Table and the 2024 Outstanding Equity Awards at Fiscal Year-End Table. | | | | | | | | Restaurant Brands International | | Restaurant Brands International2024 Proxy Statement
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Compensation Discussion and Analysis Compensation Committee Report Stock Performance Graph The following graph shows the Company’s cumulative shareholder returns over the period from December 31, 2018 to December 31, 2023. The graph depicts the total return to shareholders from December 31, 2018 through December 31, 2023, relative to the performance of the Standard & Poor’s 500 Index, the Standard & Poor’s Restaurant Index, a peer group and the peer group discussed above in “Actions Regarding 2023 Compensation”. The graph assumes an investment of $100 in the Company’s common stock and each index on December 31, 2018 and the reinvestment of dividends paid since that date. The stock price performance shown in the graph is not necessarily indicative of future price performance. 
Compensation Committee Report We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussions with management, we have approved the inclusion of the Compensation Discussion & Analysis in this proxy statement. | COMPENSATION COMMITTEE Alexandre Behring, ChairmanChair Paul FribourgChristina Farjallat
Carlos Alberto SicupiraJason Melbourne
April 19, 201625, 2024 |
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Executive Compensation
EXECUTIVE COMPENSATION
| | | 2024 Proxy Statement | | Restaurant Brands International |
Executive Compensation EXECUTIVE COMPENSATION The following tables provide information on the compensation of our NEOs for our 2023 fiscal year. Our NEOs include the individuals who served as our CEO during 2023, the individual who served as CFO during 2023 and our three other most highly compensated officers who were serving as executive officers at the end of 2023. 2023 Summary Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive
Officer | | Year | | | Salary
($)(1) | | | Bonus
($) | | | Stock
Awards
($)(2)(3) | | | Option
Awards
($) | | | Non-Equity
Incentive Plan
Compensation
($)(4) | | | All Other
Compensation
($)(5) | | | Total
($) | | | | | | | | | | | Joshua Kobza | | | 2023 | | | | 890,000 | | | | — | | | | 26,007,809 | | | | — | | | | 2,054,471 | | | | 15,261 | | | | 28,967,541 | | CEO | | | 2022 | | | | 832,442 | | | | — | | | | 10,907,929 | | | | — | | | | 1,560,723 | | | | 94,928 | | | | 13,396,022 | | | | | 2021 | | | | 770,577 | | | | — | | | | 8,754,985 | | | | — | | | | 1,524,846 | | | | 759,664 | | | | 11,810,072 | | | | | | | | | | | Matthew Dunnigan | | | 2023 | | | | 650,000 | | | | — | | | | 3,674,056 | | | | — | | | | 985,585 | | | | 2,555 | | | | 5,312,196 | | CFO | | | 2022 | | | | 620,347 | | | | — | | | | 4,563,480 | | | | — | | | | 875,696 | | | | 150,463 | | | | 6,210,013 | | | | | 2021 | | | | 590,192 | | | | — | | | | 3,630,941 | | | | — | | | | 788,035 | | | | 10,401 | | | | 5,019,570 | | | | | | | | | | | David Shear | | | 2023 | | | | 734,912 | | | | — | | | | 6,866,274 | | | | | | | | 933,067 | | | | 1,171,872 | | | | 9,706,125 | | President, | | | 2022 | | | | 692,024 | | | | — | | | | 5,476,751 | | | | — | | | | 1,323,085 | | | | 1,562,202 | | | | 9,054,082 | | International | | | 2021 | | | | 622,142 | | | | — | | | | 3,675,466 | | | | — | | | | 946,127 | | | | 728,928 | | | | 5,972,642 | | | | | | | | | | | Axel Schwan | | | 2023 | | | | 548,884 | | | | — | | | | 6,440,533 | | | | — | | | | 895,261 | | | | 575,119 | | | | 8,459,797 | | President, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tim Hortons | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Thomas Curtis | | | 2023 | | | | 550,000 | | | | — | | | | 3,842,261 | | | | — | | | | 973,135 | | | | 20,399 | | | | 5,385,795 | | President, | | | 2022 | | | | 545,833 | | | | — | | | | 3,454,071 | | | | — | | | | 547,210 | | | | 18,323 | | | | 4,565,437 | | Burger King | | | 2021 | | | | 322,981 | | | | 100,000 | | | | 3,710,250 | | | | — | | | | 455,597 | | | | 267,270 | | | | 4,856,098 | | | | | | | | | | | José Cil | | | 2023 | | | | 331,667 | | | | — | | | | 2,571,384 | | | | — | | | | — | | | | 16,685 | | | | 2,919,736 | | Former CEO | | | 2022 | | | | 972,639 | | | | — | | | | 13,575,946 | | | | — | | | | 2,285,713 | | | | 217,044 | | | | 17,051,342 | | | | | 2021 | | | | 920,577 | | | | — | | | | 10,769,665 | | | | — | | | | 2,262,134 | | | | 16,412 | | | | 13,968,789 | |
| (1) | Unless otherwise stated, amounts paid to Mr. Shear and Mr. Schwan were converted to U.S. dollars based on the compensation of the NEOs12-month average exchange rate, as follows: For Mr. Shear: 1 USD = 0.89837 CHF and for our 2015 fiscal year. Our NEOs include our CEO, our CFO and our three other most highly compensated officers who were serving as executive officers at the end of 2015.Mr. Schwan: 1 USD = 1.50239 CAD 2015 Summary Compensation Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Year | | | Salary ($) | | | Bonus
($) | | | Option
Awards
($)(3) | | | Non-Equity
Incentive Plan
Compensation
($)(4) | | | All Other
Compensation
($)(5) | | | Total ($) | | Daniel Schwartz | | | 2015 | | | | 823,077 | (1) | | | — | | | | 4,253,084 | | | | 1,950,000 | | | | 140,402 | | | | 7,166,563 | | Chief Executive Officer | | | 2014 | | | | 700,000 | | | | — | | | | 3,551,351 | | | | 1,750,000 | | | | 11,208 | | | | 6,012,559 | | | | | 2013 | | | | 600,000 | | | | — | | | | 2,858,587 | | | | 1,300,000 | | | | 12,200 | | | | 4,770,787 | | | | | | | | | | Joshua Kobza | | | 2015 | | | | 510,385 | (1) | | | — | | | | 3,428,749 | | | | 900,000 | | | | 107,101 | | | | 4,946,235 | | Chief Financial Officer | | | 2014 | | | | 379,615 | | | | 109,668 | | | | 2,387,545 | | | | 640,332 | | | | 2,197 | | | | 3,519,357 | | | | | 2013 | | | | 294,615 | | | | — | | | | 1,050,058 | | | | 450,000 | | | | 1,038 | | | | 1,795,711 | | | | | | | | | | José Cil | | | 2015 | | | | 615,385 | (1) | | | — | | | | 2,070,919 | | | | 1,200,000 | | | | 94,997 | | | | 3,981,301 | | President, Burger King | | | 2014 | | | | 500,000 | | | | — | | | | 1,711,128 | | | | 760,000 | | | | 904,231 | | | | 3,875,359 | | | | | 2013 | | | | 500,000 | | | | — | | | | 982,236 | | | | 800,000 | | | | 554,664 | | | | 2,836,900 | | | | | | | | | | Elias Diaz Sesé | | | 2015 | | | | 541,822 | (2) | | | — | | | | 1,967,105 | | | | 1,340,160 | | | | 3,449,655 | | | | 7,298,742 | | President, Tim Hortons | | | 2014 | | | | 391,278 | | | | — | | | | 1,595,777 | | | | 566,778 | | | | 285,583 | | | | 2,839,416 | | | | | | | | | | Heitor Gonçalves | | | 2015 | | | | 514,615 | (1) | | | — | | | | 1,353,312 | | | | 1,000,000 | | | | 340,743 | | | | 3,208,670 | | Chief Information & Performance Officer and Chief People Officer | | | 2014 | | | | 440,000 | | | | — | | | | 873,220 | | | | 685,000 | | | | 12,179 | | | | 2,010,399 | | | | | 2013 | | | | 433,846 | | | | — | | | | 680,611 | | | | 570,000 | | | | 12,200 | | | | 1,696,657 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Except with respect to Mr. Diaz Sesé, salary amounts shown for calendar year 2015 include one extra pay period. Increases in salary for 2015 were effective as of January 9, 2015. |
| (2) | Mr. Diaz Sesé served as President, Tim Hortons for all of 2015, but was employed by our Singapore subsidiary for part of the year. As a result, this amount represents amounts paid to Mr. Diaz Sesé in both Singapore and Canadian dollars which, for purposes of the 2015 Summary Compensation Table, were converted to U.S. dollars based on the exchange rates published in Bloomberg on December 31, 2015, as follows: 1 Canadian dollar = 0.72265 U.S. dollars; and 1 Singapore dollar = 0.70497 U.S. dollars. Canadian sourced salary was a total of $237,166 U.S. dollars, and Singapore sourced salary was a total of $304,656 U.S. dollars. |
(3) | Amounts shown in this column include the aggregate grant date fair value of (i) Bonus Matching Options granted in calendar year 2015, 2014 and 2013 under the Bonus Swap Program, and (ii) discretionary option awards granted to the NEOs in the respective year. Under the Bonus Swap Program for RBI and BKW, RBI’s predecessor, the Bonus Matching Options for the NEOs were calculated by (1) multiplying an NEO’s gross bonus by the Swap Election Percentage of 50%, (2) multiplying this amount by four (or, in the case of Bonus Matching Options granted in 2013, by two), and (3) dividing the total by the fair market value on the date of grant. All BKW option awards granted prior to the closing of the Transactions were converted into options to purchase the same number of common shares from RBI on the same terms and conditions set forth in the award agreements for the underlying BKW options, including with respect to vesting and exercise price. Our named executive officers have not actually received this compensation nor do these amounts reflect the actual value that will be recognized by the named executive officer. Instead the amounts reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the option awards, refer to Note 18 to our audited consolidated financial statements for the year ended December 31, 2015, which are included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC. |
(4) | The amounts reported in this column reflect compensation earned for 2015 performance under our Annual Bonus Program. We make payments under this program in the first quarter of the calendar year following the calendar year in which the bonus was earned after finalization of our audited financial statements. As discussed above under “Compensation Discussion and Analysis – Bonus Swap Program”, in February 2016 each of our NEOs elected to forego 50% of their calculated net non-equity incentive compensation (the maximum permitted pursuant to the program) to purchase RBI common shares. The amounts of 2015 non-equity incentive compensation foregone and used to purchase RBI common shares in February 2016 were as follows: Mr. Schwartz – $584,983; Mr. Kobza – $270,000; Mr. Cil – $360,000; Mr. Diaz Sesé – $401,996; and Mr. Gonçalves – $300,000. The non-equity incentive compensation paid to Mr. Diaz Sesé was paid in Canadian dollars and converted to U.S. dollars based on the exchange rate for a Canadian dollar set forth in footnote 2 above. |
(5) | Details of the amounts set forth in this column related to 2015 are included in the All Other Compensation Table. |
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Executive Compensation
2015 All Other Compensation Table
The following table contains a breakdown of the compensation and benefits included under All Other Compensation in the Summary Compensation Table for 2015.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Year | | Company
Contribution
to Retirement
and 401(k)
Plans | | Tax
Equalization | | Relocation(4) | | Other(5) | | Total | Daniel Schwartz | | | | 2015 | | | | $ | 10,791 | (1) | | | $ | 127,964 | (2) | | | $ | — | | | | $ | 1,647 | | | | $ | 140,402 | | Joshua Kobza | | | | 2015 | | | | $ | 8,778 | (1) | | | $ | 97,278 | (2) | | | $ | — | | | | $ | 1,045 | | | | $ | 107,101 | | José Cil | | | | 2015 | | | | $ | 10,791 | (1) | | | $ | — | | | | $ | 81,372 | | | | $ | 2,834 | | | | $ | 94,997 | | Elias Diaz Sesé | | | | 2015 | | | | $ | 12,570 | | | | $ | 3,383,304 | (3) | | | $ | 52,165 | | | | $ | 1,616 | | | | $ | 3,449,655 | | Heitor Gonçalves | | | | 2015 | | | | $ | 10,915 | (1) | | | $ | 75,956 | (2) | | | $ | 250,000 | | | | $ | 3,872 | | | | $ | 340,743 | |
(1) | These amounts include true-ups related to Company Contributions for 2015 as follows: Mr. Schwartz – $191; Mr. Kobza – $8,778; Mr. Cil – $191; and Mr. Gonçalves – $315. The balance of the amounts listed represents the company match to the retirement plan of each NEO. |
(2) | Messrs. Schwartz, Kobza and Gonçalves received these amounts to tax equalize their compensation to the U.S. pursuant to their respective employment agreements. The tax equalization attributable to their base salary for 2015 is as follows: Mr. Schwartz – $10,245; Mr. Kobza – $8,442; and Mr. Gonçalves – $6,783; and the tax equalization attributable to their non-equity incentive compensation for 2015 is as follows: Mr. Schwartz – $117,719; Mr. Kobza – $88,836; and Mr. Gonçalves – $69,173. Tax equalization represents the aggregate incremental cost to RBI of providing a tax equalization benefit to Messrs. Schwartz, Kobza and Gonçalves in connection with their service in Canada. |
(3) | These amounts includes (i) $104,740 to tax equalize Mr. Diaz Sesé’s base salary to the U.S; (ii) $325,814 to tax equalize his non-equity incentive compensation to the U.S.; and (iii) $2,370,200 to tax equalize certain stock options granted to Mr. Diaz Sesé while employed by our Singapore subsidiary to the U.S., plus a tax gross up of $592,550 paid to the Singapore tax authorities on behalf of Mr. Diaz Sesé due to the deemed exercise of these stock options upon his exit from Singapore and Canada. Tax equalization represents the aggregate incremental cost to RBI of providing a tax equalization benefit to Mr. Diaz Sesé in connection with his service in Singapore. Certain amounts were paid in local currency and in each case the amount reported reflects the exchange rate for a Singapore dollar or a Canadian dollar set forth in footnote 2 of the 2015 Summary Compensation Table. |
(4) | In March 2015, Mr. Gonçalves received a relocation payment of $250,000 to assist with the costs associated with his incremental living expenses in Canada relating to his new job responsibilities there. In connection with Mr. Cil’s move from Switzerland to the U.S., Mr. Cil received (i) $16,744 in tax preparation services and (ii) $14,706 in international health insurance (CIGNA) for Mr. Cil and his family. In addition, RBI paid $49,775 to a third party on Mr. Cil’s behalf to move him and his household from Switzerland to the U.S., comprised of $29,795 in moving expenses and the balance in miscellaneous expenses. Mr. Diaz Sesé received (i) $8,146 in tax preparation services; (ii) $24,887 in international health insurance (CIGNA) for Mr. Diaz Sesé and his family; and (iii) $19,132 to reimburse Mr. Diaz Sesé for costs incurred in connection with his move from Singapore to Canada. Certain amounts were paid in local currency and in each case the amount reported reflects the exchange rate for a Singapore dollar set forth in footnote 2 of the 2015 Summary Compensation Table. |
(5) | Includes the cost of premiums for the Executive Life Insurance Program for each executive except Mr. Diaz Sesé, who received $1,210 in executive medical coverage and $406 for life insurance. |
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Executive Compensation
2015 Grants of Plan-Based Awards Table
The following table provides information about cash (non-equity) and equity compensation awarded to our named executive officers in 2015 including: (1) the range of possible cash payouts under our 2015 Annual Bonus Program, (2) the grant date of equity awards; (3) the number and exercise price of stock option grants (including Bonus Matching Options awarded in March 2015 in connection with the 2014 Annual Bonus Program and discretionary options awarded during 2015); and (4) the grant date fair value of Bonus Matching Restricted Share Units (“Bonus Matching RSUs”) granted in calendar years 2023, 2022, and 2021 under the option grants calculatedBonus Swap Program to the NEOs for 2022, 2021, and 2020 and computed in accordance with FASB ASC Topic 718. TheUnder the Bonus Swap Program for such years, the Bonus Matching OptionsRSUs for the participating NEOs were calculated by (1) multiplying an NEO’s gross bonus by the Swap Election Percentage of 50%, (2) multiplying this amount by 2.25 (or for 2021 grant 2.0), and (3) dividing the total by the closing price of an RBI common share on the trading day preceding the grant date. Additionally, for 2021 amounts in this column include the aggregate grant date fair value of discretionary restricted stock units (“RSUs”) computed in accordance with FASB ASC Topic 718. Our NEOs have not actually received this compensation nor do these amounts reflect the actual value that will be recognized by the NEO. For additional information on the valuation assumptions regarding the stock awards, refer to Note 14 to our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.
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| (3) | For Messrs. Kobza, Dunnigan, Shear, Schwan, and Curtis $24,252,000; $2,688,903; $5,377,806; $5,377,806; and $3,226,684 respectively, of this amount represents the aggregate grant date fair value of PSUs granted in calendar year 2023 based on the grant date. For Mr. Kobza, the aggregate grant date fair value of the PSUs was computed based on the probable outcome of the performance target. For Messrs. Dunnigan, Shear, Schwan, and Curtis, the aggregate grant date fair value of the PSUs was computed based on the probable outcome of the relative TSR performance measure using Monte Carlo. The value of the PSUs at the grant date assuming the highest level of performance achieved based on the performance measure would be $40,650,000; $3,749,963; $7,499,925; $7,499,925; and $4,499,955 for Messrs. Kobza, Dunnigan, Shear, Schwan, and Curtis respectively. The dividend equivalents are converted to shares if and to the extent the underlying PSUs or RSUs vest. Actual amounts will be based on the RBI share price on the settlement date. |
| (4) | The amounts reported in this column reflect compensation earned for 2023 performance under our Annual Bonus Program. We make payments under this program in the first quarter of the calendar year following the calendar year in which the bonus was earned after finalization of our audited financial statements. As discussed above under “Compensation Discussion and Analysis – Bonus Swap Program”, in greater detailFebruary 2024, each of the NEOs elected to swap 50% of their calculated net non-equity incentive plan compensation (the maximum permitted pursuant to the program) to purchase RBI common shares. The amounts representing 50% of 2023 non-equity compensation forgone and used to purchase RBI common shares in February 2024 on were as follows: Mr. Kobza—$1,027,235; Mr. Dunnigan—$492,792; Mr. Shear—$466,533; Mr. Schwan—$447,630 and Mr. Curtis—$486,567. |
| (5) | Details of the amounts set forth in this column related to 2023 are included in the 2023 All Other Compensation Table. |
| | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 45 |
Executive Compensation 2023 All Other Compensation Table The following table contains a breakdown of the compensation and benefits included under All Other Compensation in the 2023 Summary Compensation Table. | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Year | | | Company
Contribution
to Retirement
and 401(k)
Plans
($)(1) | | | Tax
Equalization
($)(2) | | | Expatriate
Benefits
($)(3) | | | Other
($)(4) | | | Total
($) | | | | | | | | | Joshua Kobza | | | 2023 | | | | 13,200 | | | | 532 | | | | — | | | | 1,530 | | | | 15,262 | | | | | | | | | Matthew Dunnigan | | | 2023 | | | | — | | | | 1,025 | | | | — | | | | 1,530 | | | | 2,555 | | | | | | | | | David Shear | | | 2023 | | | | 97,781 | | | | 711,930 | | | | 300,305 | | | | 61,856 | | | | 1,171,872 | | | | | | | | | Axel Schwan | | | 2023 | | | | 15,463 | | | | 328,667 | | | | 229,397 | | | | 1,592 | | | | 575,119 | | | | | | | | | Thomas Curtis | | | 2023 | | | | 13,200 | | | | — | | | | — | | | | 7,198 | | | | 20,398 | | | | | | | | | José Cil | | | 2023 | | | | 12,145 | | | | 2,238 | | | | — | | | | 2,302 | | | | 16,685 | |
| (1) | These amounts represent RBI’s match to the retirement plan of each respective NEO. |
| (2) | Pursuant to the Tri-Party Employment Agreements with Messrs. Kobza, Dunnigan, and Cil, we tax equalize each executive’s compensation to the U.S., including with respect to vesting of equity awards. See discussion of Tri-Party Employment Agreements in the CD&A section above. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Estimated Possible Payouts Under Non-
Equity Incentive Plan Awards(3) | | | | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) | | | Exercise
or Base
Price of
Option
Awards
($/Sh) | | | Grant Date
Fair Value
of Stock
and Option
Awards | | | | Threshold
$(1)(2) | | | Target
$(1)(2) | | | Maximum
$(1)(2) | | | Grant
Date | | | Approval
Date | | | | | Daniel Schwartz | | $ | 832,000 | | | $ | 1,600,000 | | | $ | 2,035,200 | | | | 3/6/2015 | | | | 1/29/2015 | | | | 41,410 | | | $ | 42.26 | | | $ | 423,210 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | �� | | 41,410 | | | $ | 42.26 | | | $ | 423,210 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | | | 333,333 | | | $ | 42.26 | | | $ | 3,406,663 | | Joshua Kobza | | $ | 390,000 | | | $ | 750,000 | | | $ | 954,000 | | | | 3/6/2015 | | | | 1/29/2015 | | | | 17,747 | | | $ | 42.26 | | | $ | 181,374 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | | | 17,747 | | | $ | 42.26 | | | $ | 181,374 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | | | 300,000 | | | $ | 42.26 | | | $ | 3,066,000 | | José Cil | | $ | 561,600 | | | $ | 1,080,000 | | | $ | 1,373,760 | | | | 3/6/2015 | | | | 1/29/2015 | | | | 17,984 | | | $ | 42.26 | | | $ | 183,796 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | | | 17,983 | | | $ | 42.26 | | | $ | 183,786 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | | | 166,667 | | | $ | 42.26 | | | $ | 1,703,337 | | Elias Diaz Sesé | | $ | 561,600 | | | $ | 1,080,000 | | | $ | 1,373,760 | | | | 3/6/2015 | | | | 1/29/2015 | | | | 12,905 | | | $ | 42.26 | | | $ | 131,889 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | | | 12,904 | | | $ | 42.26 | | | $ | 131,879 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | | | 166,667 | | | $ | 42.26 | | | $ | 1,703,337 | | Heitor Gonçalves | | $ | 390,000 | | | $ | 750,000 | | | $ | 954,000 | | | | 3/6/2015 | | | | 1/29/2015 | | | | 16,209 | | | $ | 42.26 | | | $ | 165,656 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | | | 16,209 | | | $ | 42.26 | | | $ | 165,656 | | | | | | | | | | | | | | | | | 3/6/2015 | | | | 1/29/2015 | | | | 100,000 | | | $ | 42.26 | | | $ | 1,022,000 | |
(1) | Amounts shown in these columns were calculated using each NEO’s base salary as of September 30, 2015 (Mr. Schwartz - $800,000; Mr. Kobza - $500,000; Mr. Cil - $600,000; Mr. Diaz Sesé - $600,000; and Mr. Gonçalves - $500,000). |
(2) | Threshold amounts reflect amounts payable under our 2015 Annual Bonus Program assuming that the Business Achievement was 80%, Individual Achievement was 50% and Global Multiplier was -20% (or 80%). Target amounts assume that the Business Achievement was 100%, Individual Achievement was 100% and Global Multiplier was 100%. Maximum amounts assume that the Business Achievement was 112%, Individual Achievement was 100% and Global Multiplier was +20 (or 120%). Amounts do not take into consideration the percentage that the bonus could be negatively adjusted under the Free Cash Flow Adjustment (up to 30%) or the impact of CEO or Compensation Committee discretion. A full discussion of our 2015 Annual Bonus Program is included in the CD&A above. |
| | | Page 47| 2016 Proxy Statement | | Restaurant Brands International Pursuant to our agreements with Mr. Shear and Mr. Schwan, we have agreed to tax equalize cash compensation to U.S. income tax rates. Amounts above reflect gross payments made to non-U.S. tax authorities and are not net of refunds received by RBI with respect to prior year over withheld payments.
|
| (3) |
Includes expatriate benefits for Mr. Shear. |
| (4) | Includes the cost of premiums for the Executive CompensationLife Insurance Program for Messrs. Cil, Dunnigan and Kobza, the imputed value of tax preparation costs of $500 for Messrs. Kobza, Dunnigan, Shear, Schwan, Curtis, and Cil and, and the cost of an executive physical for Mr. Cil. For Mr. Shear this also includes employer paid sickness and accident insurance, and family, child and education, transportation and personal health allowances. |
| | | | | | | 2015Page 46
| | | | | 2024 Proxy Statement | | Restaurant Brands International |
Executive Compensation 2023 Grants of Plan-Based Awards Table The following table provides information about cash (non-equity) and equity compensation awarded to our NEOs in 2023, including: (1) the range of possible cash payouts under our 2023 Annual Bonus Program; (2) the grant date and approval date of equity awards; (3) the number of Bonus Matching RSUs awarded in February 2023 in connection with the 2022 Annual Bonus Program; and (4) the grant date fair value of the Bonus Matching RSUs and PSUs awarded during 2023 as described above in Notes 3, 4 and 5 to the 2023 Summary Compensation Table, respectively. The Bonus Matching RSUs are discussed in greater detail in the CD&A above. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | Grant
Date | | Approval
Date | | Estimated Future Payouts
Under Equity Incentive Plan
Awards(3) | | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(4) | | Grant Date
Fair Value
of Stock
and Option
Awards
($) | | | Threshold
($)(1)(2) | | Target
($)(1)(2) | | Maximum
($)(1)(2) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | Joshua Kobza | | | | 765,000 | | | | | 1,800,000 | | | | | 3,150,000 | | | | | | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | 150,000 | | | | | 300,000 | | | | | 600,000 | | | | | | | | | | 24,252,000 | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | 25,916 | | | | | 1,755,809 | | | | | | | | | | | | | | Matthew Dunnigan | | | | 359,125 | | | | | 845,000 | | | | | 1,478,750 | | | | | | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | 18,450 | | | | | 36,900 | | | | | 55,350 | | | | | | | | | | 2,688,903 | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | 14,541 | | | | | 985,153 | | | | | | | | | | | | | | David Shear | | | | 416,500 | | | | | 980,000 | | | | | 1,715,000 | | | | | | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | 36,900 | | | | | 73,800 | | | | | 110,700 | | | | | | | | | | 5,377,806 | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | 21,970 | | | | | 1,488,468 | | | | | | | | | | | | | | Axel Schwan | | | | 303,875 | | | | | 715,000 | | | | | 1,251,250 | | | | | | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | 36,900 | | | | | 73,800 | | | | | 110,700 | | | | | | | | | | 5,377,806 | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | 15,686 | | | | | 1,062,727 | | | | | | | | | | | | | | Thomas Curtis | | | | 303,875 | | | | | 715,000 | | | | | 1,251,250 | | | | | | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | 22,140 | | | | | 44,280 | | | | | 66,420 | | | | | | | | | | 3,226,684 | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | 9,086 | | | | | 615,577 | | | | | | | | | | | | | | José Cil | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2/22/23 | | | | | 2/13/23 | | | | | | | | | | | | | | | | | | | | 37,954 | | | | | 2,571,384 | |
| (1) | Amounts shown in these columns were calculated using each NEO’s base salary as of September 30, 2023 (Mr. Kobza—$900,000; Mr. Mr. Dunnigan—$650,000; Mr. Shear—$700,000, Mr. Schwan—$550,000, and Mr. Curtis—$550,000). |
| (2) | Threshold amounts reflect amounts payable under our 2023 Annual Bonus Program assuming that Business Achievement was 50% and Individual Achievement was 20%. Target amounts assume that the Business Achievement was 100% and Individual Achievement was 100%. Maximum amounts assume that the Business Achievement was 200% and Individual Achievement was 100%. Amounts do not take into consideration the percentage that the bonus could be negatively adjusted under the Free Cash Flow Adjustment (up to 30%) or the impact of CEO or Compensation Committee discretion. A full discussion of our 2023 Annual Bonus Program is included in the CD&A above. |
| (3) | For Messrs. Kobza, Dunnigan, Shear, Schwan and Curtis, the threshold amounts reflect shares earned assuming the performance criteria are met at 50%; the target amounts reflect shares earned assuming the performance criteria are met at 100%; and the maximum amounts reflect shares earned assuming the performance criteria are met at 150%. For Mr. Kobza, the threshold amount reflects shares earned assuming the threshold share price is achieved; the target amount reflects shares earned assuming the target share price is achieved; and the maximum amount reflects shares earned assuming the maximum share price is achieved. |
| (4) | See Note 2 to the 2023 Summary Compensation Table and Note 15 to the 2023 Outstanding Equity Awards at Fiscal Year-End Table for more information. |
| | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 47 |
Executive Compensation 2023 Outstanding Equity Awards at Fiscal Year-End Table | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | Named Executive
Officer | | Grant
Date | | | Securities
Unexercised
Options
Exercisable
(#) | | | Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise
Price
($) | | | Option
Expiration
Date | | | Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)(22) | | | Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(23) | | | Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
not Vested
(#)(20) | | | Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights that
Have
Not Vested
($)(21) | | Joshua Kobza | | | 03/05/15 | (1) | | | 35,494 | | | | — | | | | 42.26 | | | | 03/05/25 | | | | — | | | | — | | | | — | | | | — | | | | | 03/05/15 | (1) | | | 300,000 | | | | — | | | | 42.26 | | | | 03/05/25 | | | | — | | | | — | | | | — | | | | — | | | | | 05/05/17 | (2) | | | 200,000 | | | | — | | | | 56.92 | | | | 05/04/27 | | | | — | | | | — | | | | — | | | | — | | | | | 02/22/19 | (3) | | | — | | | | — | | | | — | | | | — | | | | 265,818 | | | | 20,768.373 | | | | — | | | | — | | | | | 02/21/20 | (4) | | | — | | | | — | | | | — | | | | — | | | | 229,409 | | | | 17,923,700 | | | | — | | | | — | | | | | 02/21/20 | (5) | | | — | | | | — | | | | — | | | | — | | | | 16,581 | | | | 1,295,435 | | | | — | | | | — | | | | | 02/19/21 | (6) | | | — | | | | — | | | | — | | | | — | | | | 5,388 | | | | 420,949 | | | | — | | | | — | | | | | 02/19/21 | (7) | | | — | | | | — | | | | — | | | | — | | | | 92,125 | | | | 7,197,729 | | | | — | | | | — | | | | | 02/25/22 | (8) | | | — | | | | — | | | | — | | | | — | | | | 16,273 | | | | 1,271,447 | | | | — | | | | — | | | | | 04/20/22 | (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 131,244 | | | | 10,254,058 | | | | | 02/22/23 | (10) | | | — | | | | — | | | | — | | | | — | | | | 19,909 | | | | 1,555,487 | | | | — | | | | — | | | | | 02/22/23 | (11) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 307,285 | | | | 24,008,139 | | | | | | | | | | | | Matthew Dunnigan | | | 02/24/17 | (12) | | | 40,000 | | | | — | | | | 55.55 | | | | 02/23/27 | | | | — | | | | — | | | | — | | | | — | | | | | 05/05/17 | (2) | | | 40,000 | | | | — | | | | 56.92 | | | | 05/04/27 | | | | — | | | | — | | | | — | | | | — | | | | | 02/23/18 | (13) | | | 100,000 | | | | — | | | | 58.44 | | | | 02/22/28 | | | | — | | | | — | | | | — | | | | — | | | | | 02/22/19 | (3) | | | — | | | | — | | | | — | | | | — | | | | 118,141 | | | | 9,230,388 | | | | — | | | | — | | | | | 02/21/20 | (4) | | | — | | | | — | | | | — | | | | — | | | | 57,352 | | | | 4,480,925 | | | | — | | | | — | | | | | 02/21/20 | (14) | | | — | | | | 50,000 | | | | 66.31 | | | | 02/20/30 | | | | — | | | | — | | | | — | | | | — | | | | | 02/21/20 | (5) | | | — | | | | — | | | | — | | | | — | | | | 8,471 | | | | 661,833 | | | | — | | | | — | | | | | 02/19/21 | (6) | | | — | | | | — | | | | — | | | | — | | | | 2,740 | | | | 214,084 | | | | — | | | | — | | | | | 02/19/21 | (7) | | | — | | | | — | | | | — | | | | — | | | | 36,850 | | | | 2,879,092 | | | | — | | | | — | | | | | 02/25/22 | (8) | | | — | | | | — | | | | — | | | | — | | | | 8,410 | | | | 657,078 | | | | — | | | | — | | | | | 04/20/22 | (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 52,497 | | | | 4,101,607 | | | | | 02/22/23 | (10) | | | — | | | | — | | | | — | | | | — | | | | 11,171 | | | | 872,776 | | | | — | | | | — | | | | | 02/22/23 | (11) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 37,796 | | | | 2,953,001 | | | | | | | | | | | | David Shear | | | 02/22/19 | (3) | | | — | | | | — | | | | — | | | | — | | | | 59,071 | | | | 4,615,194 | | | | — | | | | — | | | | | 02/21/20 | (14) | | | — | | | | 25,000 | | | | 66.31 | | | | 02/20/30 | | | | — | | | | — | | | | — | | | | — | | | | | 02/21/20 | (4) | | | — | | | | — | | | | — | | | | — | | | | 28,676 | | | | 2,240,463 | | | | — | | | | — | | | | | 02/21/20 | (5) | | | — | | | | — | | | | — | | | | — | | | | 6,919 | | | | 540,579 | | | | — | | | | — | | | | | 12/14/20 | (15) | | | — | | | | — | | | | — | | | | — | | | | 22,193 | | | | 1,733,910 | | | | — | | | | — | | | | | 02/19/21 | (6) | | | — | | | | — | | | | — | | | | — | | | | 2,943 | | | | 229,898 | | | | — | | | | — | | | | | 02/19/21 | (7) | | | — | | | | — | | | | — | | | | — | | | | 36,850 | | | | 2,879,092 | | | | — | | | | — | | | | | 02/25/22 | (8) | | | — | | | | — | | | | — | | | | — | | | | 10,098 | | | | 788,942 | | | | — | | | | — | | | | | 04/20/22 | (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 62,996 | | | | 4,921,895 | | | | | 02/22/23 | (10) | | | — | | | | — | | | | — | | | | — | | | | 16,877 | | | | 1,318,607 | | | | — | | | | — | | | | | 02/22/23 | (11) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 75,592 | | | | 5,906,002 | | | | | | | | | | | | Axel Schwan | | | 02/23/18 | (13) | | | 40,000 | | | | — | | | | 58.44 | | | | 02/22/28 | | | | — | | | | — | | | | — | | | | — | | | | | 02/22/19 | (16) | | | — | | | | 30,000 | | | | 64.75 | | | | 02/21/29 | | | | — | | | | — | | | | — | | | | — | | | | | 02/21/20 | (14) | | | — | | | | 56,000 | | | | 66.31 | | | | 02/20/30 | | | | — | | | | — | | | | — | | | | — | | | | | 02/21/20 | (4) | | | — | | | | — | | | | — | | | | — | | | | 45,882 | | | | 3,584,740 | | | | — | | | | — | | | | | 02/21/20 | (5) | | | — | | | | — | | | | — | | | | — | | | | 3,114 | | | | 243,314 | | | | — | | | | — | | | | | 02/19/21 | (6) | | | — | | | | — | | | | — | | | | — | | | | 2,158 | | | | 168,620 | | | | — | | | | — | | | | | 02/19/21 | (7) | | | — | | | | — | | | | — | | | | — | | | | 29,480 | | | | 2,303,273 | | | | — | | | | — | | | | | 02/25/22 | (8) | | | — | | | | — | | | | — | | | | — | | | | 7,398 | | | | 577,976 | | | | — | | | | — | | | | | 04/20/22 | (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 41,997 | | | | 3,281,236 | | | | | 02/22/23 | (10) | | | — | | | | — | | | | — | | | | — | | | | 12,050 | | | | 941,439 | | | | — | | | | — | | | | | 02/22/23 | (11) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 75,592 | | | | 5,906,002 | | | | | | | | | | | | Thomas Curtis | | | 06/10/21 | (17) | | | — | | | | — | | | | — | | | | — | | | | 4,092 | | | | 319,699 | | | | — | | | | — | | | | | 09/01/21 | (18) | | | — | | | | — | | | | — | | | | — | | | | 16,234 | | | | 1,268,356 | | | | — | | | | — | | | | | 12/15/21 | (18) | | | — | | | | — | | | | — | | | | — | | | | 16,096 | | | | 1,257,597 | | | | — | | | | — | | | | | 12/15/21 | (19) | | | — | | | | — | | | | — | | | | — | | | | 5,365 | | | | 419,199 | | | | — | | | | — | | | | | 02/25/22 | (8) | | | — | | | | — | | | | — | | | | — | | | | 4,862 | | | | 379,889 | | | | — | | | | — | | | | | 04/20/22 | (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 41,997 | | | | 3,281,236 | | | | | 02/22/23 | (10) | | | — | | | | — | | | | — | | | | — | | | | 6,979 | | | | 545,305 | | | | — | | | | — | | | | | 02/22/23 | (11) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 45,355 | | | | 3,543,601 | | | | | | | | | | | | José Cil | | | 02/22/19 | (3) | | | — | | | | — | | | | — | | | | — | | | | 324,889 | | | | 25,383,567 | | | | — | | | | — | | | | | 02/21/20 | (4) | | | — | | | | — | | | | — | | | | — | | | | 286,761 | | | | 22,404,625 | | | | — | | | | — | | | | | 02/21/20 | (5) | | | — | | | | — | | | | — | | | | — | | | | 19,706 | | | | 1,539,646 | | | | — | | | | — | | | | | 02/19/21 | (6) | | | — | | | | — | | | | — | | | | — | | | | 7,663 | | | | 598,679 | | | | — | | | | — | | | | | 02/19/21 | (7) | | | — | | | | — | | | | — | | | | — | | | | 110,550 | | | | 8,637,275 | | | | — | | | | — | | | | | 02/25/22 | (8) | | | — | | | | — | | | | — | | | | — | | | | 24,143 | | | | 1,886,315 | | | | — | | | | — | | | | | 04/20/22 | (9) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 157,493 | | | | 8,637,275 | | | | | 02/22/23 | (10) | | | — | | | | — | | | | — | | | | — | | | | 29,156 | | | | 2,277,972 | | | | — | | | | — | |
| | | | | | | Page 48 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Executive Compensation | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officer | | Grant Date | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Option
Exercise Price
($) | | Option Expiration
Date | Daniel Schwartz | | | | 02/03/11(1) | | | | | 848,420 | | | | | 0 | | | | $ | 3.54 | | | | | 02/02/21 | | | | | | 02/21/12(2) | | | | | 0 | | | | | 211,658 | | | | $ | 3.54 | | | | | 02/20/22 | | | | | | 03/01/12(3) | | | | | 0 | | | | | 503,074 | | | | $ | 3.97 | | | | | 02/28/22 | | | | | | 03/01/13(4) | | | | | 0 | | | | | 46,575 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/01/13(5) | | | | | 0 | | | | | 500,000 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/07/14(6) | | | | | 0 | | | | | 95,307 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/07/14(7) | | | | | 0 | | | | | 400,000 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/06/15(8) | | | | | 0 | | | | | 82,820 | | | | $ | 42.26 | | | | | 03/05/25 | | | | | | 03/06/15(9) | | | | | 0 | | | | | 333,333 | | | | $ | 42.26 | | | | | 03/05/25 | | Joshua Kobza | | | | 03/01/13(4) | | | | | 0 | | | | | 776 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/01/13(5) | | | | | 0 | | | | | 200,000 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/07/14(6) | | | | | 0 | | | | | 32,991 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/07/14(7) | | | | | 0 | | | | | 300,000 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/06/15(8) | | | | | 0 | | | | | 35,494 | | | | $ | 42.26 | | | | | 03/05/25 | | | | | | 03/06/15(9) | | | | | 0 | | | | | 300,000 | | | | $ | 42.26 | | | | | 03/05/25 | | José Cil | | | | 02/03/11(1) | | | | | 678,735 | | | | | 0 | | | | $ | 3.54 | | | | | 02/02/21 | | | | | | 02/21/12(2) | | | | | 0 | | | | | 253,988 | | | | $ | 3.54 | | | | | 02/20/22 | | | | | | 03/01/12(3) | | | | | 0 | | | | | 213,806 | | | | $ | 3.97 | | | | | 02/28/22 | | | | | | 03/01/13(4) | | | | | 0 | | | | | 37,808 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/01/13(5) | | | | | 0 | | | | | 150,000 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/07/14(6) | | | | | 0 | | | | | 58,651 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/07/14(7) | | | | | 0 | | | | | 180,000 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/06/15(8) | | | | | 0 | | | | | 35,967 | | | | $ | 42.26 | | | | | 03/05/25 | | | | | | 03/06/15(9) | | | | | 0 | | | | | 166,667 | | | | $ | 42.26 | | | | | 03/05/25 | | Elias Diaz Sesé | | | | 02/03/11(1) | | | | | 106,050 | | | | | 0 | | | | $ | 3.54 | | | | | 02/02/21 | | | | | | 08/01/11(1) | | | | | 42,420 | | | | | 0 | | | | $ | 3.54 | | | | | 07/31/21 | | | | | | 02/21/12(2) | | | | | 0 | | | | | 68,214 | | | | $ | 3.54 | | | | | 02/20/22 | | | | | | 03/01/12(3) | | | | | 0 | | | | | 452,765 | | | | $ | 3.97 | | | | | 02/28/22 | | | | | | 03/01/13(4) | | | | | 0 | | | | | 32,401 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/01/13(5) | | | | | 0 | | | | | 250,000 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/07/14(6) | | | | | 0 | | | | | 42,563 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/07/14(7) | | | | | 0 | | | | | 180,000 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/06/15(8) | | | | | 0 | | | | | 25,809 | | | | $ | 42.26 | | | | | 03/05/25 | | | | | | 03/06/15(9) | | | | | 0 | | | | | 166,667 | | | | $ | 42.26 | | | | | 03/05/25 | | Heitor Gonçalves | | | | 02/03/11(1) | | | | | 530,260 | | | | | 0 | | | | $ | 3.54 | | | | | 02/02/21 | | | | | | 02/21/12(2) | | | | | 0 | | | | | 177,791 | | | | $ | 3.54 | | | | | 02/20/22 | | | | | | 03/01/13(4) | | | | | 0 | | | | | 30,136 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/01/13(5) | | | | | 0 | | | | | 100,000 | | | | $ | 18.25 | | | | | 02/28/23 | | | | | | 03/07/14(6) | | | | | 0 | | | | | 41,788 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/07/14(7) | | | | | 0 | | | | | 80,000 | | | | $ | 27.28 | | | | | 03/06/24 | | | | | | 03/06/15(8) | | | | | 0 | | | | | 32,418 | | | | $ | 42.26 | | | | | 03/05/25 | | | | | | 03/06/15(9) | | | | | 0 | | | | | 100,000 | | | | $ | 42.26 | | | | | 03/05/25 | |
| (1) | Reflects Bonus Matching Options issued on March 6, 2015 in connection with the 2014 Bonus Swap Program and for Mr. Kobza, stock options granted to the executive that vested March 5, 2020. (1) | These stock options vested on October 19, 2015. |
(2) | Reflects Bonus Matching Options issued on February 21, 2012 in connection with the 2011 Bonus Swap Program. |
| (2) | Reflects stock options granted to the executive. These stock options vested on May 5, 2022. |
| (3) | The shares reported in this row represent shares issuable under the PSU award granted on February 22, 2019 that cliff vest on February 22, 2024. The PSUs represented the right to receive a variable number of shares based on RBI’s actual performance during 2021, based on the amendments effective December 31, 2020. In January 2022, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |
| (4) | The shares reported in this row represent shares issuable under the PSU award granted on February 21, 2020 that cliff vest on February 21, 2025. The PSUs represented the right to receive a variable number of shares based on RBI’s actual performance during 2021, based on the amendments effective December 31, 2020. In January 2022, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |
| (5) | Reflects Bonus Matching RSUs issued on February 21, 2020 in connection with the 2019 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if more than 50% of the Investment Shares in connection with which they were issued are sold. If 50% or less of the Investment Shares are sold, 50% of the Bonus Matching RSUs and a proportional amount of the remaining Bonus Matching RSUs will be forfeited. The Bonus Matching RSUs cliff vest on December 31, 2016 and are subject to proportionate forfeiture if any of the Investment Shares in connection with which they were issued are sold prior to the vesting date of the related options. |
(3) | Reflects discretionary stock options granted to the executive. These stock options cliff vest on March 1, 2017. |
(4) | Reflects Bonus Matching Options issued on March 1, 2013 in connection with the 2012 Bonus Swap Program. These stock options cliff vest on December 31, 2017 and are subject to proportionate forfeiture if any of the Investment Shares in connection with which they were issued are sold prior to the vesting date of the related options. |
(5) | Reflects discretionary stock options granted to the executive. These stock options cliff vest on March 1, 2018. |
| | | Page 48| 2016 Proxy Statement | | Restaurant Brands International
|
Executive Compensation
(6) | Reflects Bonus Matching Options issued on March 7, 2014 in connection with the 2013 Bonus Swap Program. These stock options cliff vest on December 31, 2018. Of these Bonus Matching Options, 50% are subject to proportionate forfeiture if any of the Investment Shares in connection with which they were issued are sold, and the remaining options will be forfeited 100% if any of the Investment Shares in connection with which they were issued are sold prior to the vesting date of the related options. |
(7) | Reflects discretionary stock options granted to the executive. These stock options cliff vest on March 7, 2019. |
(8) | Reflects Bonus Matching Options issued on March 6, 2015 in connection with the 2014 Bonus Swap Program. These stock options cliff vest on December 31, 2019. Of these Bonus Matching Options, 50% are subject to proportionate forfeiture if any of the Investment Shares in connection with which they were issued are sold, and the remaining options will be forfeited 100% if any of the Investment Shares in connection with which they were issued are sold prior to the vesting date of the related options. |
(9) | Reflects discretionary stock options granted to the executive. These stock options cliff vest on March 6, 2020. |
| | | Page 49| 2016 Proxy Statement | | Restaurant Brands International
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Executive Compensation
2015 Potential Payments Upon Termination or Change in Control Table
The table below sets forth the potential payments that would be due to our named executive officers if they had been terminated on December 31, 2015. We do not provide for2024.
|
| (6) | Reflects Bonus Matching RSUs issued on February 19, 2021 in connection with the 2020 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any specific payments uponof the occurrenceInvestment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 31st of only a change2021, 2022, 2023 and 2024. |
| (7) | The shares reported in control. Messrs. Schwartz, Cil, Kobza and Gonçalves
this row represent the target number of shares issuable under the PSU award granted on February 19, 2021 that cliff vest on February 19, 2024. The amounts Messrs. Schwartz, Kobza and Gonçalves would have been entitledPSUs represent the right to receive upon terminationa variable number of employmentshares based on RBI’s actual performance on a relative total shareholder return from December 2020 to December 2023. In January 2024, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |
| (8) | Reflects Bonus Matching RSUs issued on February 25, 2022 in connection with the 2021 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the Investment Shares in connection with which they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 31 2015 duest of 2022, 2023, 2024 and 2025. |
| (9) | The shares reported in this row represent the target number of shares issuable under the PSU award granted on April 20, 2022 that cliff vest on February 25, 2025. The PSUs represent the right to (1) death or disability, (2) without cause or (3) without cause afterreceive a Changevariable number of shares based on RBI’s 3-year CAGR for organic Adjusted EBITDA, comparable sales and NRG, as modified by actual performance on a relative total shareholder return from December 2021 to December 2024. |
| (10) | Reflects Bonus Matching RSUs issued on February 22, 2023 in Control would have been governed by: › | | the terms of their respective employment agreement, which is described earlier under the heading “Compensation Discussion and Analysis – Employment Agreements with Messrs. Schwartz, Kobza and Gonçalves”; |
› | | the Burger King Corporation Severance Pay Plan (the “BK Severance Plan”); |
› | | the 2015 Annual Bonus Program; and |
› | | the terms of their respective outstanding equity grants under our 2011 Omnibus Incentive Plan (the “2011 Omnibus Plan”), Amended and Restated 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”) and 2014 Omnibus Plan. |
Noneconnection with the 2022 Bonus Swap Program. All of these Bonus Matching RSUs will be forfeited if any of the employment agreementsInvestment Shares in connection with our NEOs permitwhich they were issued are sold prior to vesting. The Bonus Matching RSUs vest ratably on December 15th of 2023, 2024, 2025 and 2026.
|
| (11) | The shares reported in this row represent the employeetarget number of shares issuable under the PSU award granted on February 22, 2023 that cliff vest on February 22, 2026. The PSUs represent the right to terminatereceive a variable number of shares based on RBI’s 3-year performance on a relative total shareholder return from December 2022 to December 2025. |
| (12) | Reflects stock options granted to the executive. These stock options vested on February 24, 2022. |
| (13) | Reflects stock options granted to the executive. These stock options vested on February 23, 2023. |
| (14) | Reflects stock options granted to the executive. These stock options will cliff vest on February 21, 2025. |
| (15) | The shares reported in this row represent shares issuable under the PSU award granted on December 14, 2020 that cliff vest on February 21, 2025. The PSUs represented the right to receive a variable number of shares based on RBI’s actual performance during 2021, based on the amendments effective December 31, 2020. In January 2022, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for good reason.the PSUs. |
| (16) | Mr. CilReflects stock options granted to the executive. These stock options vested on February 22, 2024.
|
| (17) | As we did not have an employment agreementReflects RSUs issued on June 1, 2021. The RSUs vest ratably on December 31st of 2021, 2022, 2023 and 2024.
|
| (18) | The shares reported in place with Mr. Cilthis row represent the target number of shares issuable under the PSU award granted on September 1, 2021 and December 15, 2021 that cliff vest on September 1, 2024 and December 15, 2024, respectively. The PSUs represent the right to receive a variable number of shares based on RBI’s actual performance on a relative total shareholder return from December 2020 to December 2023. In January 2024, the Compensation Committee determined RBI’s achievement was 100% of the performance goal for the PSUs. |
| (19) | Reflects RSUs issued on December 15, 2021. The RSUs vest ratably on December 15th of 2022, 2023 and 2024. |
| (20) | Includes dividend equivalents as of December 31, 2015,2023 on (i) unvested RSUs and (ii) on unvested PSUs. Dividend equivalents are accrued (in the amounts Mr. Cil would have been entitledform of additional units) on the RSUs and PSUs during the vesting period. The dividend equivalents are converted to receive upon terminationshares if and when the underlying RSUs or PSUs vest. |
| (21) | Amounts reflect the market value of employmentthe RSUs or PSUs based on the closing price of an RBI common share on December 31, 2015 due to any29, 2023 of these circumstances would be governed by:$78.13, multiplied by the number of RSUs or PSUs. |
| | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 49 |
Executive Compensation › | | the 2015 Annual Bonus Program; and |
› | | the terms of his respective outstanding equity grants under the 2011 Omnibus Plan, the 2012 Omnibus Plan and the 2014 Omnibus Plan. |
Mr. Diaz Sesé
As we did not have an employment agreement in place with Mr. Diaz Sesé as of December 31, 2015, the amounts Mr. Diaz Sesé would have been entitled to receive upon termination of employment on December 31, 2015 due to any of these circumstances would be governed by:
2023 Option Exercises and Stock Vested Table › | | | | | | | | | | | | | | | | | | | | Option Awards | | | Stock Awards | | Named Executive Officer | | Number of
Shares
Acquired on
Exercise
(#) | | | Value
Realized on
Exercise
Date
($)(1) | | | Number of
Shares
Acquired on
Vesting
(#) | | | Value Realized on
Vesting
($)(2) | | | | | | | Joshua Kobza | | | — | | | | — | | | | 51,014 | | | | 3,956,391 | | | | | | | Matthew Dunnigan | | | 30,000 | | | | 928,760 | | | | 24,399 | | | | 1,889,812 | | | | | | | David Shear | | | 140,000 | | | | 2,000,017 | | | | 29,666 | | | | 2,292,902 | | | | | | | Axel Schwan | | | — | | | | — | | | | 21,061 | | | | 1,627,724 | | | | | | | Thomas Curtis | | | — | | | | — | | | | 14,216 | | | | 1,076,663 | | | | | | | José Cil | | | 320,871 | | | | 10,653,473 | | | | 329,034 | | | | 22,379,820 | |
| (1) | | notice and severance entitlements under applicable Canadian law; |
› | | the 2015 Annual Bonus Program; and |
› | | the terms of his respective outstanding equity grants under the 2011 Omnibus Plan, the 2012 Omnibus Plan and the 2014 Omnibus Plan. |
Programs
BK Severance Pay Plan. Pursuant toThe value realized on exercise of options is calculated by multiplying the BK Severance Plan adopted on July 30, 2013, eligible employees whose employment is involuntarily terminated due to reductions in staff, position elimination, facility closing, closurenumber of shares exercised times the difference between the fair market value of a business unit or organizational changes or restructuring are entitled to two weeks of severance for every year worked, with a two-week minimum and capped at five months for employeescommon share at the leveltime of vice presidentexercise and above. In addition, employeesthe exercise price of the options.
|
| (2) | The value realized on vesting is calculated by multiplying the number of shares vested by the closing price of our shares on the date the stock awards vested. |
Potential Payments Upon Termination or Change in Control Table The table below sets forth the potential payments that would be due to our named executive officers if they had been terminated on December 31, 2023. Payments for change in control assume both a change in control and termination of employment consistent with our double-trigger requirement to apply for payments related to a change in control event. We do not provide for any specific payments upon the occurrence of only a change in control. Messrs. Kobza, Dunnigan, Shear, Schwan, and Curtis The amounts Messrs. Kobza, Dunnigan, Shear, Schwan, and Curtis would have been entitled to receive upon termination of employment on December 31, 2023 due to (1) death or disability, (2) without cause or (3) without cause after a Change in Control would have been governed by: | › | the terms of their respective employment agreements, which are entitled to receive continued group medical, dentaldescribed earlier under the heading “Compensation Discussion and vision coverage at Analysis – Employment Agreements”; |
| › | the active employee rate for the longer of three months or the employee’s severance pay period, subject to certain conditions. The employee’s right to receive these benefits is subject to his or her execution of a general release of claims in favor of BKC and entry into other separation documents. The BKRestaurant Brands International Inc. U.S. Severance Pay Plan does not apply to TDL or RBI employees(the “RBI Severance Plan”), while Mr. Shear is resident in Canada.Switzerland, we expect that we would pay severance consistent with this plan; |
| › | the 2023 Annual Bonus Program, as amended; and |
| › | the terms of their respective outstanding equity grants under our 2014 Omnibus Plan and 2023 Omnibus Plan. |
None of the employment agreements with our NEOs provide for any termination payments if the employee terminates his or her employment for “good reason”. Mr. Cil Mr. Cil’s employment with RBI terminated on March 1, 2024. Amounts due upon termination without cause are presented for him in accordance with his separation agreement, which is described earlier under the heading “Compensation Discussion and Analysis – Employment Agreements.” | | | | | | | Page 50 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Executive Compensation | | | Page 50| 2016 Proxy Statement | | Restaurant Brands International
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Executive Compensation
Equity Award Agreements.
Bonus Matching Options – Pursuant to the award agreements governing the issuances of our Bonus Matching Options, if the employee’s employment is terminated prior to the vesting date, (i) “Without Cause” or (ii) by reason of the employee’s Retirement or Disability (each as defined in the Award Agreement), the Matching Options shall be deemed to have vested 20% on each December 31 following the grant date. If the employment is terminated by reason of the employee’s death, then (A) with respect to the 2011, 2012 and 2013 Bonus Matching Options, the employee’s beneficiary shall be vested in a number of common shares as if the common shares subject to the option vested 20% on each December 31 following the grant date and (B) with respect to the 2014 Bonus Matching Options granted in 2015 the employee’s beneficiary shall be vested in the number of common shares as if the common shares subject to the option vested 20% on December 31, 2015, 40% on December 31, 2016 and 100% on December 31, 2017.
Programs RBI Severance Pay Plan. – Pursuant to the RBI Severance Plan adopted on October 21, 2016 and updated on November 1, 2016, eligible employees whose employment is involuntarily terminated due to reductions in staff, position elimination, facility closing, closure of a business unit or organizational changes or restructuring are entitled to two weeks of severance for every year worked, with an eight-week minimum and capped at eight months for employees at the level of vice president and above. In addition, employees are entitled to receive continued group medical, dental and vision coverage at the active employee rate for the longer of three months or the employee’s severance pay period, subject to certain conditions. The employee’s right to receive these benefits is subject to his or her execution of a general release of claims in favor of his or her employer and entry into other separation documents. Equity Award Agreements All of the equity awards provide that subject to terms and conditions imposed by the Compensation Committee in accordance with the 2023 Omnibus Plan and the 2014 Omnibus Plan, the awards will vest in full upon a termination Without Cause within 12 months following a Change in Control, as defined in the applicable plan. Bonus Matching Restricted Share Units – Pursuant to the award agreements governing the issuances of our Bonus Matching RSUs granted beginning in 2021, all unvested Bonus Matching RSUs will be forfeited if the employee’s employment is terminated. Pursuant to the award agreements governing the issuances of our Bonus Matching RSUs granted prior to 2021, (a) if the employee’s employment is terminated prior to the second December 31 following the grant date (e.g. December 31, 2022 for the Bonus Matching RSUs granted in February 2020) for any reason other than death or disability, all of the Bonus Matching RSUs will be forfeited; (b) if the employee’s employment is terminated on or after such date but prior to the vesting date either (1) “Without Cause” or (2) by reason of the employee’s Retirement (each as defined in the award agreement), the Bonus Matching RSUs shall be deemed to have been vested 40% on the second December 31 following the grant date, 60% on third December 31 following the grant date, 80% on the fourth December 31 following the grant date and 100% the fifth December 31 following the grant date; (c) if the employee’s employment is terminated by reason of the employee’s Disability (as defined in the award agreement), the Bonus Matching RSUs shall be deemed to have been vested 20% on each December 31 following the grant date; and (d). if the employee’s employment is terminated by reason of the employee’s death, the Bonus Matching RSUs shall be deemed to have been vested 20% on the first December 31 following the grant date, 40% on the second December 31 following the grant date and 100% on the third December 31 following the grant date. Stock Options – Pursuant to the award agreements governing the issuances of stock options, if an employee is terminated prior to the vesting date, (i) “Without Cause” or (ii) by reason of the employee’s Retirement or Disability (each as defined in the award agreement), the employee (or such other person who is entitled to exercise the option) shall be vested in the number of common shares subject to the option as if the common shares subject to the option vested 20% on each of the first through fifth anniversaries of the grant date. If the employment is terminated by reason of the employee’s death, then the employee’s beneficiary shall be vested in the number of common shares subject to the option as if the common shares subject to the option vested 20% on the first anniversary of the grant date, 40% on the second anniversary of the grant date and 100% on the third anniversary of the grant date. In any such event, the employee, or his or her beneficiary, may exercise the option to the extent vested on the date of termination of service for a period of (1) 90 days, in the case of termination Without Cause or (2) one year, in the case of termination due to death, Retirement or Disability. Performance Share Units – Pursuant to the amended 2019 PSU and 2020 PSU award agreements with the NEOs, if the executive’s employment is terminated for any reason (other than death or disability) prior to the third anniversary of the award, he will forfeit the entire award. If his employment is terminated on or after the third anniversary of the grant date (but prior to the vesting date), (i) “Without Cause”, or (ii) by reason of the employee’s “Retirement” (each as defined in the award agreement), the PSUs shall be deemed to have been vested 50% on third anniversary of the grant date and 100% on the fifth anniversary of the grant date. If his employment is terminated by reason of his disability, the PSUs shall be deemed vested 20% on each of the first through fifth anniversary of the grant date. If his or her employment is terminated by reason of death, the PSUs shall be deemed to have been vested 20% on the first anniversary of the grant date, 40% on the second anniversary of the grant date and 100% on the third anniversary of the grant date. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 51 |
Executive Compensation Pursuant to the 2021, 2022 and 2023 PSU award agreements with the NEOs, if the executive’s employment is terminated for any reason (other than death or disability) prior to one year before the vesting date of the award, he will forfeit the entire award. If his employment is terminated on or after such date (but prior to the vesting date), (i) “Without Cause”, or (ii) by reason of the employee’s Retirement (each as defined in the applicable award agreement), the PSUs shall be deemed to have been vested 67% on such date. If his employment is terminated by reason of his death or disability, the PSUs shall be deemed vested one-third on each of the first through third anniversary of the grant date. | | | | | | | | | | | | | | | | | Executive Name | | Death
($) | | | Disability
($) | | | Termination
without Cause
($) | | | Termination
without Cause
After Change in
Control ($) | | Joshua Kobza | | | | | | | | | | | | | | | | | Salary | | | — | | | | — | | | | 380,769 | (1) | | | 380,769 | (1) | Bonus | | | 2,054,471 | (2) | | | 2,054,471 | (2) | | | 2,054,471 | (2) | | | 2,054,471 | (2) | Option Valuation | | | — | | | | — | | | | — | | | | — | | Stock Units | | | 48,203,193 | (6,8) | | | 36,620,951 | (6,8) | | | 25,204,863 | (7) | | | 84,695,318 | (9) | Value of Benefits Continuation | | | — | | | | — | | | | 8,880 | | | | 8,880 | | | | | | | | | | | | | | | | | | | Total | | | 50,257,664 | | | | 38,675,422 | | | | 27,648,983 | | | | 87,139,438 | | Matthew Dunnigan | | | | | | | | | | | | | | | | | Salary | | | — | | | | — | | | | 685,000 | (10) | | | 225,000 | | Bonus | | | 985,585 | | | | 985,585 | | | | 985,585 | (10) | | | 985,585 | | Option Valuation | | | 591,000 | | | | 354,600 | | | | 472,800 | (10) | | | 591,000 | | Stock Units | | | 17,659,414 | | | | 13,888,600 | | | | 9,314,114 | (10) | | | 26,050,783 | | Value of Benefits Continuation | | | — | | | | — | | | | 7,266 | (10) | | | 7,266 | | | | | | | | | | | | | | | | | | | Total | | | 19,235,999 | | | | 15,228,785 | | | | 11,464,765 | | | | 27,859,634 | | David Shear | | | | | | | | | | | | | | | | | Salary | | | — | | | | — | | | | 323,077 | (1) | | | 323,077 | (1) | Bonus | | | 933,067 | (2) | | | 933,067 | (2) | | | 933,067 | (2) | | | 933,067 | (2) | Option Valuation | | | 295,500 | (3) | | | 177,300 | (4) | | | 177,300 | (4) | | | 295,500 | (5) | Stock Units | | | 12,689,816 | (6,8) | | | 10,068,912 | (6,8) | | | 6,656,238 | (7) | | | 25,174,581 | (9) | Value of Benefits Continuation | | | — | | | | — | | | | 12,698 | | | | 12,698 | | | | | | | | | | | | | | | | | | | Total | | | 13,918,383 | | | | 11,179,279 | | | | 8,102,380 | | | | 26,738,923 | | Axel Schwan | | | | | | | | | | | | | | | | | Salary | | | — | | | | — | | | | 253,846 | (1) | | | 253,846 | (1) | Bonus | | | 895,261 | (2) | | | 895,261 | (2) | | | 895,261 | (2) | | | 895,261 | (2) | Option Valuation | | | 1,063,320 | (3) | | | 718,272 | (4) | | | 718,272 | (4) | | | 1,063,320 | (5) | Stock Units | | | 6,457,052 | (6,8) | | | 4,974,493 | (6,8) | | | 3,530,214 | (7) | | | 17,006,601 | (9) | Value of Benefits Continuation | | | — | | | | — | | | | 1,944 | | | | 1,944 | | | | | | | | | | | | | | | | | | | Total | | | 8,415,633 | | | | 6,588,026 | | | | 5,399,537 | | | | 19,220,972 | | Thomas Curtis | | | | | | | | | | | | | | | | | Salary | | | — | | | | — | | | | 84,615 | (1) | | | 84,615 | (1) | Bonus | | | 973,135 | (2) | | | 973,135 | (2) | | | 973,135 | (2) | | | 973,135 | (2) | Option Valuation | | | — | | | | — | | | | — | | | | — | | Stock Units | | | 2,777,437 | (6,8) | | | 2,777,437 | (6,8) | | | 2,525,954 | (7) | | | 11,014,882 | (9) | Value of Benefits Continuation | | | — | | | | — | | | | 3,143 | | | | 3,143 | | | | | | | | | | | | | | | | | | | Total | | | 3,750,572 | | | | 3,750,572 | | | | 3,586,847 | | | | 12,075,775 | | José Cil | | | | | | | | | | | | | | | | | Salary | | | — | | | | — | | | | — | (11) | | | — | | Bonus | | | — | | | | — | | | | — | (11) | | | — | | Option Valuation | | | — | | | | — | | | | — | (11) | | | — | | Stock Units | | | — | | | | — | | | | 18,221,003 | (11) | | | — | | Value of Benefits Continuation | | | — | | | | — | | | | — | (11) | | | — | | | | | | | | | | | | | | | | | | | Total | | | — | | | | — | | | | 18,221,003 | | | | — | |
| | | | | | | Page 52 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Executive Compensation | (1) | Because the employment agreements with our NEOs provide that severance will be determined under the provisions of the policies relating to termination of employment applicable to employees at the executive’s grade level as in effect at the time of termination, these amounts are determined under the RBI Severance Plan. The severance payment for Mr. Kobza is 22 weeks of base pay, the severance payment for Mr. Shear is 24 weeks of base pay, the severance payment for Mr. Schwan is 24 weeks of base pay, and the severance payment for Mr. Curtis is 8 weeks of base pay. |
| (2) | Based upon amounts actually paid under the 2023 Annual Bonus Program as amended. In addition, pursuant to their employment agreements and our policy, we will make appropriate tax equalization payments on these non-equity incentive compensation amounts to the appropriate authority on behalf of Messrs. Kobza, Dunnigan, Shear, Schwan, and Cil. These amounts are not included in the amounts shown. |
| (3) | In the case of termination for death, the options will vest 20%, 40% and 100% on the first, second and third anniversaries of the grant date, respectively, as set forth in the applicable award agreements. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $78.13, the closing price of a common share as reported on the NYSE on December 29, 2023, and the exercise price of the options. If the exercise price exceeds $78.13, no value is assigned. |
| (4) | In the case of termination Without Cause or (2) one year,for Disability, options will vest in five equal installments as set forth in the caseapplicable award agreements. Amounts reflect the intrinsic value of termination due to death, Retirement or Disability. Discretionary Stock Options – Pursuant toshares underlying options that would vest, calculated as the award agreements governingdifference between $78.13, the issuancesclosing price of a common share as reported on the NYSE on December 29, 2023, and the exercise price of the discretionary stock options granted in 2012, 2013 and 2014 if an employee is terminated prior to the vesting date, (i) “Without Cause” or (ii) by reason of the employee’s Retirement or Disability (each as defined in the Award Agreement), the employee (or such other person who is entitled to exercise the option) shall be vested in the number of common shares as if the common shares subject to the option vested 20% on each of the first through fifth anniversaries of the grant date.options. If the employmentexercise price exceeds $78.13, no value is terminated by reason of the employee’s death, then (A) with respect to discretionary stock options granted in 2012, 2013 and 2014, the employee’s beneficiary shall be vested in a number of common shares as if the common shares subject to the option vested 20% on each of the first through fifth anniversaries of the grant date, and (B) with respect to discretionary stock options granted in 2015 the employee’s beneficiary shall be vested in the number of common shares as if the common shares subject to the option vested 20% on March 6, 2016, 40% on March 6, 2017 and 100% on March 6, 2018. assigned.
|
| (5) | In any such event, the employee, or his or her beneficiary, may exercise the option to the extent vested on the date of termination of service for a period of (1) 90 days, in the case of termination Without Cause or (2) one year,within twelve months after a Change in Control (as defined in the 2014 Omnibus Plan), all outstanding options would vest. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $78.13, the closing price of a common share as reported on the NYSE on December 29, 2023, and the exercise price of the options. If the exercise price exceeds $78.13, no value is assigned. |
| (6) | In the case of termination duefor death, Bonus Matching RSUs granted to prior to 2021 will vest 20%, 40% and 100% on the first, second and third anniversary of the grant, respectively, as set forth in the applicable award agreements. In the case of termination for Disability, Bonus Matching RSUs granted to prior to 2021 will vest in five equal installments as set forth in the applicable award agreements. Amounts reflect the fair market value of $78.13 per share, which is the closing price of a common share as reported on the NYSE on December 29, 2023. |
| (7) | In the case of termination Without Cause, Bonus Matching RSUs granted to prior to 2021 will vest 40%, 60%, 80% and 100% on the second, third, fourth and fifth December 31st following the grant date, respectively, as set forth in the applicable award agreements. Amounts reflect the fair market value of $78.13per share, which is the closing price of a common share as reported on the NYSE on December 29, 2023. |
| (8) | In the case of termination by reason of his Disability, the PSUs granted to each NEO prior to 2021 will vest in five equal installments, and for 2021 PSUs and 2022 PSUs in three equal installments, as set forth in the applicable award agreement. In the case of termination by reason of death, Retirement or Disability.the PSUs granted prior to 2021 will vest 20%, 40% and 100% on the first, second and third anniversary of the grant, respectively, and for the 2021 PSUs and 2022 PSUs, will vest in three equal installments, as set forth in the applicable award agreement. The amounts that vest will be based on earned units unless the performance period has not yet vested, in which case the target amount will vest. Amounts reflect the fair market value of $78.13 per share, which is the closing price of a common share as reported on the NYSE on December 29, 2023. |
| (9) | In the case of termination Without Cause within twelve months after a Change in Control (as defined in the 2023 Omnibus Plan and 2014 Omnibus Plan), all outstanding Bonus Matching RSUs, RSUs and PSUs would vest. |
| (10) | Based on Mr. Dunnigan’s separation agreement entered into in April 2024, he actually received approximately $8,193,848 in stock units, reflecting the value as of December 29, 2023 based on the PSU awards at target performance that Mr. Dunnigan would retain upon his termination that occurred on March 14, 2024. 2020 PSUs were retained at 80% and 2022 PSUs were retained at 67%. 2019 RSUs and 2020 stock options were retained at 80%. |
| (11) | Reflects the value as of December 29, 2023 based on the PSU awards at target performance that Mr. Cil would retain upon his termination that occurred on March 1, 2024. 2020 PSU were retained at 50% and 2021 PSUs were retained at 67%, in accordance with the terms and conditions of the respective awards. 2019 RSUs were retained at 80%, also in accordance with the terms and conditions of the applicable award. |
| | | | | | | | Restaurant Brands International | | | | | Page 51| 20162024 Proxy Statement | | Restaurant Brands International
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Executive Compensation
| | | | | | | | | | | | | | Executive Name | | Death and
Disability ($) | | | Termination
without Cause
($) | | | Termination
without Cause
After Change in
Control ($) | | Daniel Schwartz | | | | | | | | | | | | | Salary | | | — | | | $ | 153,846 | (1) | | $ | 153,846 | (1) | Bonus | | $ | 1,950,000 | (2) | | $ | 1,950,000 | (2) | | $ | 1,950,000 | (2) | Option Valuation | | $ | 50,045,440 | (4) | | $ | 50,045,440 | (4) | | $ | 68,087,222 | (5) | Value of Benefits Continuation | | | — | | | $ | 2,756 | (1) | | $ | 2,756 | (1) | | | | | | | | | | | | | | Total | | $ | 51,995,440 | | | $ | 52,152,042 | | | $ | 70,193,824 | | | | | | | | | | | | | | | Joshua Kobza | | | | | | | | | | | | | Salary | | | — | | | $ | 57,692 | (1) | | $ | 57,692 | (1) | Bonus | | $ | 900,000 | (2) | | $ | 900,000 | (2) | | $ | 900,000 | (2) | Option Valuation | | $ | 2,275,502 | (4) | | $ | 2,275,502 | (4) | | $ | 7,193,379 | (5) | Value of Benefits Continuation | | | — | | | $ | 559 | (1) | | $ | 559 | (1) | | | | | | | | | | | | | | Total | | $ | 3,175,502 | | | $ | 3,233,753 | | | $ | 8,151,630 | | | | | | | | | | | | | | | José Cil | | | | | | | | | | | | | Salary | | | — | | | $ | 230,769 | (1) | | $ | 230,769 | (1) | Bonus | | $ | 1,200,000 | (2) | | $ | 1,200,000 | (2) | | $ | 1,200,000 | (2) | Option Valuation | | $ | 36,289,521 | (4) | | $ | 36,289,521 | (4) | | $ | 44,678,287 | (5) | Value of Benefits Continuation | | | — | | | $ | 5,969 | (1) | | $ | 5,969 | (1) | | | | | | | | | | | | | | Total | | $ | 37,489,521 | | | $ | 37,726,259 | | | $ | 46,115,025 | | | | | | | | | | | | | | | Elias Diaz Sesé | | | | | | | | | | | | | Salary | | | — | | | | — | (3) | | | — | (3) | Bonus | | $ | 1,340,160 | (2) | | $ | 1,340,160 | (2) | | $ | 1,340,160 | (2) | Option Valuation | | $ | 18,754,521 | (4) | | $ | 18,754,521 | (4) | | $ | 30,086,194 | (5) | Value of Benefits Continuation | | | — | | | | — | (5) | | | — | (5) | | | | | | | | | | | | | | Total | | $ | 20,094,681 | | | $ | 20,094,681 | | | $ | 31,426,354 | | Heitor Gonçalves | | | | | | | | | | | | | Salary | | | — | | | $ | 96,154 | (1) | | $ | 96,154 | (1) | Bonus | | $ | 1,000,000 | (2) | | $ | 1,000,000 | (2) | | $ | 1,000,000 | (2) | Option Valuation | | $ | 24,183,364 | (4) | | $ | 24,183,364 | (4) | | $ | 27,660,807 | (5) | Value of Benefits Continuation | | | — | | | $ | 3,184 | (1) | | $ | 3,184 | (1) | | | | | | | | | | | | | | Total | | $ | 25,183,364 | | | $ | 25,282,702 | | | $ | 28,760,145 | | | | | | | | | | | | | | |
| | (1) | Because the employment agreements with Messrs. Schwartz, Kobza and Gonçalves provide that severance will be determined under the provisions of the policies relating to termination of employment applicable to employees at the executive’s grade level as in effect at the time of termination and because Mr. Cil does not have an employment agreement, these amounts are determined under the BK Severance Plan. The severance payment for Messrs. Schwartz and Gonçalves is ten weeks of base pay, the severance payment for Mr. Kobza is six weeks of base pay, and the severance payment for Mr. Cil is five months of base pay.Page 53 |
(2) | Based upon amounts actually paid under the 2015 Annual Bonus Program. In addition, pursuant to their employment agreements and our policy, we will make appropriate tax equalization payments on these non-equity incentive compensation amounts to the appropriate authority on behalf of Messrs. Schwartz, Kobza, Diaz Sesé, and Gonçalves. These amounts are not included in the amounts shown. |
(3) | Upon termination without cause, Mr. Diaz Sesé would be entitled to his minimum statutory entitlements. In addition, in accordance with his common law entitlements under applicable law, Mr. Diaz Sesé may be entitled to receive an award of reasonable notice or pay in lieu of such notice. The determination of appropriate length of “reasonable notice” under applicable law is a case-by-case analysis that takes into account a number of relevant factors, and as a result, these entitlements, which may be material, cannot be quantified with any specificity. |
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Executive Compensation
Proposal 2 (4) | In the case of termination Without Cause, options will vest in five equal installments as set forth in the applicable award agreements. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $37.36, the closing price of a common share as reported on the NYSE on December 31, 2015, and the exercise price of the options. |
(5) | In the case of termination Without Cause within twelve months after a Change in Control (as defined in the 2011 Omnibus Plan, 2012 Omnibus Plan and 2014 Omnibus Plan, as applicable), all outstanding options would vest. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $37.36, the closing price of a common share as reported on the NYSE on December 31, 2015, and the exercise price of the options. |
PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | | | Page 53| 2016 Proxy Statement | | Restaurant Brands International
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Proposal 2
As required by SEC rules, we are asking shareholders to approve, on a non-binding advisory basis, the 2023 compensation to our named executive officers as described in the “Executive Compensation” section of this proxy statement beginning on page 30. Under the TSX rules, this non-binding advisory approval of the 2023 compensation provided to named executive officers is optional. At the 2023 annual general meeting of shareholders, our shareholders approved, on an advisory basis, the compensation of our named executive officers. Shareholders are urged to read the CD&A section as well as the 2023 Summary Compensation Table and related compensation tables and narratives. We believe that compensation is an important tool to further our long-term goal of creating shareholder value. As such, our compensation philosophy is based on pay-for-performance and meritocratic principles, which incorporate our achievement of specific financial goals as well as achievement by employees of individual performance goals. As discussed in detail in the CD&A, our compensation programs are designed to foster long-term value creation for our shareholders by: | › | PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATIONattracting and retaining top talent;
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| › | connecting executive outcomes to company performance; |
| › | As requiredplacing a significant portion of compensation at risk if performance goals are not achieved;
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| › | promoting our core value of ownership by SEC rules, we are asking shareholders to approve, on a non-binding advisory basis,aligning the 2015 compensation to our named executive officers as described in the “Executive Compensation” section of this proxy statement beginning on page 45. Under the TSX rules this non-binding advisory approvalinterests of the 2015 compensation provided to named executive officers is optional. AtCEO and the 2015 MeetingCEO Direct Reports with those of Shareholders, our shareholders approved, on an advisory basis, the compensation of our named executive officers. Shareholders are urged to read the Compensation Discussion and Analysis (“CD&A”) section as well as the 2015 Summary Compensation Table and related compensation tables and narratives. We believe that compensation is an important tool to further ourthrough sizable, long-term goal of creating shareholder value. As such, our compensation philosophy is based on pay-for-performanceequity ownership; and meritocratic principles, which incorporate our achievement of specific financial goals as well as achievement by employees of individual performance goals. As discussed in detail in the CD&A, our compensation programs are designed to support our business initiatives by:
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| › | mitigating compensation-related retention risk. › | | rewarding superior financial and operational performance; |
› | | placing a significant portion of compensation at risk if performance goals are not achieved; |
› | | aligning the interests of the CEO and the CEO Direct Reports with those of our shareholders; and |
› | | enabling us to attract, retain and motivate top talent. |
The Board of Directors is asking shareholders to cast a non-binding, advisory vote indicating their approval of that compensation by voting FOR the following resolution: “RESOLVED, that the shareholders of Restaurant Brands International Inc. APPROVE, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in Restaurant Brands International Inc.’s Management Information Circular and Proxy Statement for the 2024 Annual General Meeting of Shareholders.” This is a non-binding advisory vote. Our Board will consider our executive compensation to have been approved if the proposal receives more votes cast “For” than “Against”. While this vote is advisory and non-binding, our Board and Compensation Committee will review the voting results and consider shareholder feedback in their continuing evaluation of our compensation program. Recommendation of the Board The Board recommends a vote “FOR” adoption of the resolution approving the compensation of our named executive officers. | | | | | | | Page 54 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 3 PROPOSAL 3 – APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of Directors is directly responsible for the appointment, negotiating and setting the compensation, retention, and oversight of RBI’s independent registered public accounting firm. To execute this responsibility, the Audit Committee annually reviews KPMG’s qualifications, performance, independence, and fees in making its decision whether to engage KPMG. The focus of the process is to select and retain the most qualified firm to perform the annual audit. During the review and selection process, the Audit Committee considers a number of factors, including: | › | Recent and historical audit performance, including the results of a management survey concerning KPMG’s service; |
| › | The relevant experience, expertise and capabilities of KPMG and the audit engagement team in relation to the nature and complexity of our business; |
| › | A review of the firm’s independence and internal quality controls; |
| › | Any legal or regulatory proceedings that raise concerns about KPMG’s qualifications or ability to continue to serve as our independent auditor, including reports, findings and recommendations of the Public Company Accounting Oversight Board (“PCAOB”); |
| › | The appropriateness of KPMG’s fees for audit and non-audit services; and |
| › | The length of time that KPMG has served as our independent registered public accounting firm, the benefits of maintaining a long-term relationship and controls and policies for ensuring that KPMG remains independent. |
The Audit Committee has selected, and the Board has ratified the selection of, KPMG to audit our 2024 consolidated financial statements and our internal control over financial reporting and to serve until the close of the 2025 Annual Meeting. KPMG served as the independent auditors of BKW and its predecessors from 1989 until December 12, 2014 and provided to BKW other audit-related and non-audit services. Since December 12, 2014, KPMG has served as our independent registered public accounting firm and has provided other audit-related and non-audit services to us as shown below. In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to RBI. For lead audit and audit quality control reviewing partners, the maximum number of consecutive years of service in those roles is five years. The process for selection of RBI’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management. The Audit Committee and the Board believe that the continued retention of KPMG as our independent registered public accounting firm is in the best interest of RBI and our shareholders, and we are asking our shareholders to vote on a proposal to appoint KPMG as our independent auditors to serve until the close of the 2025 Annual General Meeting. We expect one or more representatives of KPMG to be present at the Meeting. The representatives will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions from shareholders. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 55 |
Proposal 3 The following table presents fees for professional services rendered by KPMG for the audit of our annual consolidated financial statements and the audit of RBI’s internal control over financial reporting (“ICOFR”) for 2023 and 2022. In addition, the table presents fees billed for audit-related services, tax services (which includes tax compliance and tax consulting services) and all other services rendered by KPMG to RBI for 2023 and 2022. | | | | | | | | | | | | 2023 | | | 2022 | | | | | ($ in thousands) | | | ($ in thousands) | | Audit fees(1) | | | 6,514 | | | | 8,186 | | Audit-related fees(2) | | | 383 | | | | 255 | | Tax fees | | | | | | | | | Tax compliance fees(3) | | | — | | | | — | | Tax consulting fees(4) | | | 82 | | | | 207 | | | | | | | | | | | Total tax fees | | | 82 | | | | 207 | | All other fees(5) | | | 190 | | | | — | | | | | | | | | | | Total fees | | | 7,169 | | | | 8,647 | | | | | | | | | | |
| (1) | Audit fees primarily consist of fees for the audit of the consolidated financial statements, ICOFR and the review of the interim condensed consolidated financial statements. This category also includes fees for statutory audits required by the tax authorities of various countries and accounting consultations, as well as for the preparation and review of documents relating to debt and equity offerings, including the preparation of comfort letters. |
| (2) | Audit-related fees are primarily the fees for financial statement audits of marketing funds and accounting consultations related to the evaluation of certain transactions. |
| (3) | Tax compliance fees primarily consist of fees for tax compliance services. |
| (4) | Tax consulting fees primarily consist of fees for tax planning and advice. |
| (5) | All other fees are fees for services other than those in the above categories. |
Pursuant to our written charter, our Audit Committee pre-approves all audit services and permitted non-audit services to be performed by our independent registered public accounting firm. Consistent with the policies and procedures of our written charter, our Audit Committee approved all of the services rendered in 2022 and 2023. The Audit Committee has adopted a pre-approval policy under which the Audit Committee delegated to its chair the authority to approve services of up to $500,000 per engagement, subject to approval and ratification by the full Audit Committee at its next scheduled meeting. | | | | | | | Page 56 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 3 AUDIT COMMITTEE REPORT The Audit Committee oversees the accounting and financial reporting processes of RBI on behalf of the Board. Management has primary responsibility for RBI’s consolidated financial statements, financial reporting process and internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of RBI’s consolidated financial statements in accordance with the standards of the PCAOB (United States) and evaluating the effectiveness of internal controls and issuing reports thereon. The Audit Committee’s responsibility is to select the independent auditors (subject to approval of the full Board) and monitor and oversee the accounting and financial reporting processes of RBI, including RBI’s internal control over financial reporting, and the audits of the consolidated financial statements of RBI. During the course of 2023 and the first quarter of 2024, the Audit Committee regularly met and held discussions with management and KPMG, the independent registered public accounting firm. In the discussions related to RBI’s audited consolidated financial statements for fiscal 2023, management represented to the Audit Committee that such consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee reviewed and discussed with management and KPMG the audited consolidated financial statements, management’s annual report on internal control over financial reporting and the results of KPMG’s testing and the evaluation of RBI’s internal control over financial reporting. In fulfilling its responsibilities, the Audit Committee discussed with KPMG those matters required to be discussed by the independent auditors with the Audit Committee under PCAOB Auditing Standard No. 1301 (Communications with Audit Committees), as modified or supplemented. In addition, the Audit Committee received from the independent auditors the written disclosures and the letter required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with KPMG the firm’s independence. In connection with this discussion, the Audit Committee also considered whether the provision of specific non-audit services by the independent auditor is compatible with maintaining its independence and believes that the services provided by KPMG for 2023 were compatible with, and did not impair, its independence. Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our annual report on Form 10-K for fiscal year 2023 for filing with the SEC and on SEDAR+ and www.sedarplus.ca. This report has been furnished by the members of the Audit Committee: Ali Hedayat, Chair Maximilien de Limburg Stirum Jason Melbourne April 25, 2024 Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report and the Compensation Committee Report above shall not be incorporated by reference into this proxy statement. Recommendation of the Board The Board recommends a vote “FOR” the appointment of KPMG as our independent registered public accounting firm to serve until the close of the 2025 Annual Meeting. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 57 |
Proposal 4 PROPOSAL 4 – SHAREHOLDER PROPOSAL TO REQUIRE REMOTE PARTICIPATION IN SHAREHOLDER MEETINGS The proponent of Proposal 4 “Shareholder Proposal to Require Remote Participation in Shareholder Meetings” has withdrawn the proposal. Therefore, Proposal 4 will not be presented or voted upon at the Annual Meeting, nor will any votes cast in regard to Proposal 4 be tabulated or reported. | | | | | | | Page 58 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 5 PROPOSAL 5 – SHAREHOLDER PROPOSAL TO REQUIRE REPORT ON BOARD OVERSIGHT OF DIVERSITY AND SENIOR LEADERSHIP DIVERSITY TARGETS RBI has been advised that the Accountability Standards Board, holder of 739 RBI common shares at least $2000 of which have been held for at least a year, intends to submit the following proposal at the Meeting: Supporting Statement: Dear fellow shareholders, Former RBI CEO José Cil said that “having diversity and different perspectives at the table” is an important part of “driving outsized performance long-term” and “makes sense from a business standpoint.” Indeed, diversity is highly material and can impact the delivery of durable financial returns. “From an investor’s perspective,” reports Fidelity International Ltd., “diversity and inclusion should be a core part of how companies create value,” calling it “critical to the longterm success of businesses.” Similarly, RBC calls diversity “an engine for innovation and economic prosperity” while Capital Group says “diversity of thought and perspectives” can “deliver better results.” Vanguard Group also says diversity “can lead to better results for shareholders” and asks companies to “disclose their oversight of diversity-related strategies and risks.” But while RBI professes a strong commitment to diversity, when it comes to senior leadership, the company falls short, raising significant concerns about the Board’s oversight of this highly impactful issue. Though RBI acknowledges it doesn’t have “enough” diverse leaders, says it wants “more” diversity in senior leadership, and claims it’s “measuring progress,” unlike other companies, it hasn’t defined measurable targets to progress toward. (For example, McDonald’s aims to reach 35% leaders from underrepresented groups in the U.S. and 45% female leadership globally by 2025, and gender parity in global leadership by 2030.) What RBI does have is a goal, established in mid-2020, to ensure that half of final round job candidates are diverse. But since it exceeded that goal the same year (reaching 70%) one may wonder if the goal represented an earnest attempt to make progress or was more a codification of current figures at the time of adoption. Plus, as RBI’s 2021 ESG report says, the goal is for any corporate role—which means it may not even impact senior leadership. And regardless, since it’s for candidates, it effectively amounts only to an effort to increase RBI’s diversity potential. But potential diversity is very different than actual diversity. In fact, José Cil emphasized this very distinction while writing about the company’s view of diversity. “The fact is that outcomes matter more than efforts,” he proclaimed. So, let’s examine outcomes. Senior leadership data compiled from RBI’s 2020 — 2022 impact reports show that, among those reporting, female leadership rose by just a single percentage point, Black leadership stagnated (at a low 4%), Asian leadership dropped two percentage points, and Hispanic leadership dropped five. Looking ahead, especially considering the impact diversity can have on long-term performance, we think meaningful disclosures and commitments are now required. RESOLVED: Shareholders ask RBI to publish a report that: (1) explains how the Board oversees its management (and reporting) of diversity and related risks, and (2) establishes measurable/timebound senior leadership diversity targets. Thank you. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 59 |
Proposal 5 RBI’s Response: Our Board unanimously recommends that shareholders vote AGAINST this proposal as we believe that we already provide meaningful disclosure regarding our approach to diversity and Board oversight thereof. RBI and its Board are committed to building a more diverse and inclusive organization where all of our corporate employees benefit from career growth opportunities and earn compensation based on what they do and how they do it. Fostering diversity is one of RBI’s core values, because we recognize that incorporating a wide range of voices and perspectives makes us stronger. We already provide disclosure on how the Board oversees management and reporting of diversity and related risks. Workplace diversity, including diversity at the senior leadership level, is part of our Sustainability initiatives as discussed on our website at rbi.com/sustainability and in our annual proxy statements. On pages 20-21 of our 2023 Proxy Statement, RBI advises investors that the Board has delegated direct oversight of all of RBI’s sustainability risks and initiatives as well workforce management risks, including those related to diversity, to the Audit Committee of the Board. Furthermore, as stated in the 2023 Proxy Statement, senior leaders in the company already have diversity in hiring as a key performance indicator as part of their bonus criteria. Achievement of this KPI requires that at least 50% of final round interview candidates are demonstrably diverse. The Board believes that the most appropriate diversity target for RBI is one that focuses on ensuring a diverse candidate pool, including the final round of job candidates. We established this goal in 2020 and have included the metric as a factor in our senior leadership’s compensation since. As a result of this measurable target, in 2023, 65% of our final round job interview candidates were diverse. Demonstrating the value of this target is the fact that 63% of new hires in 2023 added to the diversity of our company. Our executive succession planning seeks to identify and develop our future senior leaders from within our company, with the intention that increasing the diversity of our employee base will lead to more diverse senior leadership over time. Recent developments in U.S. law, including the Supreme Court’s decision in Students for Fair Admissions, Inc. (SFFA) v. President & Fellows of Harvard College (Harvard) and SFFA v. University of North Carolina (UNC), Nos. 20-1199 & 21-707, call into question the advisability of setting the type of diversity targets advocated by the proponent. Based on our existing disclosure regarding diversity and oversight, our Board believes that this proposal is not in the best interests of RBI and recommends that shareholders vote against. | | | | | | | Page 60 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 6 PROPOSAL 6 – SHAREHOLDER PROPOSAL REGARDING WATER RISK RBI has been advised that The Province of Saint Joseph of the Capuchin Order, with an address of 1820 Mt. Elliott Street, Detroit, MI 48207, and owner of at least $2,000 of RBI common shares for at least three years, intends to submit the following proposal at the Meeting: Supporting Statement: WHEREAS: According to the 2021 IPCC report, climate change is intensifying the water cycle, resulting in more intense droughts globally.1 The UN 2023 Water Conference highlighted the need for water commitments and action.2 Climate change related water scarcity poses material risk to our company, including lowered production capacity and disruption of supply chains. For companies in the food sector, the majority of their water footprint comes from agricultural supply chains.3, 4 Restaurant Brands International, Inc. (“RBI”) states “...we are committed to doing our part with respect to energy, water and waste, and we expect our Vendors to do the same.“5 RBI completed a Lifecycle Assessment (LCA) in 2020 “identifying their environmental impact across carbon, water, and waste,” however the company only discloses that it is focusing on emissions, not the full LCA results.6 The company also underwent an ISO20400 assessment, a sustainability framework focused on global procurement. While the company reports their first phase of creating sustainable frameworks includes work on key impact areas including antibiotics use, animal welfare, climate action, and water consumption, among other areas7, it neglects to provide disclosure for water use in any function of its business, especially in its agriculture related ingredient production. Because RBI does not assess supply chain water risk, the company’s water related risk remains in question. To identify water risk and reduce costs, many peer companies — including Yum! Brands, McDonald’s, Kellogg Company, Starbucks, and Chipotle — conduct water risk assessments for both operations and supply chains. RBI fails to report to CDP on water scarcity, did not disclose progress on water commitments through the 2019-2022 FAIRR Global Investor Engagement on Meat Sourcing8, and most recently scored just 7 out of 90 points on Ceres Valuing Water Finance Initiative Benchmark.9 Without a full value chain water risk assessment, and disclosure of quantitative performance metrics and best practices for water management in areas of water stress, investors cannot gauge whether RBI adequately manages its water risk. RESOLVED: Considering the growing pressure on water supplies posed by climate change, shareholders request that RBI conduct and report to shareholders, using quantitative indicators where appropriate, an assessment to identify the water risk exposure of its supply chain, and its responsive policies and practices to reduce this risk and prepare for water supply uncertainties associated with climate change. SUPPORTING STATEMENT: Proponents request the report disclose, at management’s discretion: Identification of water assessment tools used by RBI or its suppliers to assess supply chain water related risk | • | | Results of water risk assessments across its agricultural supply chain, including identifying the regions of at-risk ingredient production and supply chains |
Any additional monitoring of supply chain water resources Water scarcity planning and responsive actions A description of how water management is integrated into governance mechanisms A description of water-related engagement with value chain partners | 1 | https://www.ipcc.ch/report/sixth-assessment-report-working-group-i/ |
| 2 | https://www.wri.org/insights/un-water-conference-2023-needed-outcomes |
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Proposal 6 | 3 | https://www.ceres.org/resources/reports/global-assessment-private-sector-impacts-water |
| 4 | https://www.ceres.org/resources/reports/globa l-investor-engagement-meat-sourcing-2022 |
| 5 | https://s26.q4cdn.com/317237604/files/doc downloads/governance/Code-of-Business-Ethics-and-Conduct-for-Vendors.pdf |
| 6 | https://www.rbi.com/English/sustainability/responsible-sourcing/default.aspx |
| 7 | https://www.rbi.com/English/sustainabilitv/responsible-sourcing/default.aspx |
| 8 | https://www.fairr.org/engagements/meat-sourcing |
| 9 | https://www.ceres.org/water/valuing-water-finance-initiative/benchmark |
RBI’s Response: Our Board unanimously recommends that shareholders vote AGAINST this proposal because we believe that monitoring the water risk exposure of our supply chain is better addressed by a holistic TCFD-aligned climate risk analyses rather than an isolated water risk analysis. We operate our global supply chains with contingency plans in place, which are developed to focus on dual sourcing, ensuring we maintain flexibility to be comfortable with the future outlooks of supply. Where acute risks such as wildfires, flooding or extreme storms are present, we work rapidly with our suppliers to shift commodity sourcing as needed. In 2023 we began conducting TCFD-aligned climate risk analyses, including those which focused on both medium and long-term climate-related risks within our coffee supply chain. Such climate change physical impact analysis is better practice than conducting isolated water risk analysis as it takes a broader view on climate scenarios. This does not just consider the individual possible outcomes of climate change (e.g., water stress), but rather the combined effects of multiple outcomes (e.g., water stress combined with increased temperature variability). Looking ahead, we remain committed to conducting and providing transparency on further climate risk analyses, focusing on the highest priority commodities. Short-term and unpredictable water risks should be viewed in the context of our supply chain risk management philosophy as more fully disclosed on the Sustainability section of our website. Furthermore, the proposal requests that we disclose quantitative results for risk analysis of our supply chain. We do not believe that this is appropriate as such results may contain commercially sensitive information. Instead, we use the results of our analysis to inform our overall strategy and approach to supply chain risk management. Our Board believes that our existing supply chain risk management program, including a wholistic TCFD-aligned climate risk analyses that is in process, rather than an isolated water risk analysis, constitutes sufficient resource allocation and disclosure in relation to the topic of Water Risk and that shareholders vote against this proposal. | | | | | | | Page 62 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 7 PROPOSAL 7 – SHAREHOLDER PROPOSAL REGARDING ANTIBIOTICS POLICY RBI has been advised that The Shareholder Commons with an address of PO Box 7545, Wilmington, DE 19803, on behalf of Trinity College Cambridge, owner of at least $25,001 of RBI common shares for at least one year, intends to submit the following proposal at the Meeting: Supporting Statement: RESOLVED, shareholders ask that the board of directors institute a policy that the Company (“RBI”) comply with World Health Organization (“WHO”) Guidelines on Use of Medically Important Antimicrobials in Food-Producing Animals (“WHO Guidelines”)1 throughout RBI’s supply chains. SUPPORTING STATEMENT: RBI is one of the world’s largest fast food restaurant operators and a major purchaser of meat; its policies thus have tremendous influence on the market as a whole. Some of RBI’s brands have made some progress in reducing or eliminating use of certain antibiotics in their poultry supply chains in their U.S. and/or Canadian markets. While this is laudable, it falls far short of the measures necessary to protect RBI’s investors’ diversified portfolios. The WHO Guidelines pertain to all food-producing animals in all markets. Antibiotics overuse is known to exacerbate antimicrobial resistance (“AMR”), which the WHO describes as “one of the top 10 global public health threats facing humanity.”2 AMR poses a systemic threat to public health and the economy. When the efficacy and availability of life-saving drugs are compromised, the entire economy suffers. And when the economy suffers, investors lose. By 2050, AMR could cause $100 trillion in lost global production,3 thus lowering the economy’s intrinsic value and devastating portfolio returns for institutional investors. RBI’s policies do not comport with the WHO Guidelines, which recommend that “farmers and the food industry stop using antibiotics routinely to promote growth and prevent disease in healthy animals” and provide evidence-based recommendations and best practices. As one of RBI’s competitors has acknowledged, robust AMR protections raise “[t]he challenge of individual costs and widely distributed societal benefits.”4 But for diversified investors, the portfolio-wide costs associated with AMR are paramount. As the Financial Times editorial board recently stated, “What has been dubbed ‘the silent pandemic’ requires the intervention at a global level of investors and governments alike.”5 RBI’s decision not to prioritize broad AMR risks does not account for its diversified owners’ interests in optimizing public health, the economy, and their long-term portfolio returns. By engaging meat suppliers that use medically important drugs beyond WHO Guidelines, RBI adds to the economic threat AMR poses to its diversified shareholders: reducing the economy’s intrinsic value will directly reduce diversified portfolios’ long-term returns.6 RBI’s profit gain that comes at the expense of public health is a bad trade for RBI’s diversified shareholders, who rely on broad economic growth to achieve their financial objectives. By changing its policies and adhering to the WHO Guidelines, RBI could save lives, contribute to a more resilient economy, and protect its diversified investors’ portfolios. Please vote for: Comply with Expert Guidelines on Antimicrobial Use – Item 7* | 1 | https://apps.who.int/iris/bitstream/handle/10665/258970/9789241550130-eng.pdf |
| 2 | https://www.who.int/news-room/fact-sheets/detail/antimicrobial-resistance |
| 3 | https://theshareholdercommons.com/case-studies/amr-case-study/ |
| 4 | https://www.yum.com/wps/wcm/connect/yumbrands/41a69d9d-5f66-4a68-bdee-e60d138bd741/Antimicrobial+Resistance+Report+2021+11-4+-+final.pdf?MOD=AJPERES&CVID=nPMkceo |
| 5 | https://www.ft.com/content/158aa07a-ff5a-4bd0-8248-3b4fa86492c8 |
| 6 | https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf |
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Proposal 7 RBI’s Response: Our Board unanimously recommends that shareholders vote AGAINST this proposal as RBI already has adopted a policy that urges suppliers to comply with the WHO Guidelines and, to the extent feasible, works with suppliers to comply with these goals. Our existing policies are already aligned with WHO Guidelines on Use of Medically Important Antimicrobials in Food-Producing Animals (“WHO Guidelines”)1, and encourage our suppliers to prioritize long-term animal health management practices that proactively prevent diseases, including good on-farm hygiene, housing, biosecurity, animal husbandry practices, appropriate vaccination and nutrition, and maintenance of overall animal welfare in order to reduce the need for antibiotic use. Where the use of antibiotics is deemed necessary for effective animal care, RBI’s global position is one of responsible use, with a focus on refining antibiotic selection and administration. For broiler chicken, we do not permit the use of medically important antibiotics to promote growth or for preventative use unless a qualified person has determined there is an elevated risk of contracting a particular infectious disease. However, it is important to take into consideration the fact that each protein industry is at a different stage of maturity related to reducing the use of antibiotics, and that practices may differ significantly between geographies. The U.S. poultry supply chain is the most vertically integrated of our key proteins, and therefore, it is more feasible today to maintain traceability from the barn to the final product. This structure is important in enabling the industry to drive reductions in antibiotics use over time. For example, the chicken used in approved products for both Burger King and Popeyes in the U.S. is now raised without the use of antibiotics important to human medicine.2 Beef and pork supply chains are more complex and present greater implementation challenges. Additionally, RBI’s beef and pork products require a smaller portion of the meat per animal than for poultry products, limiting our ability to influence structural change in the supply chain. We aim to define our vision through the future development of an antibiotics policy specific to pork. For these reasons, our Board believes that RBI’s policies, which are in alignment with and encourage compliance with, WHO Guidelines are appropriate and recommends that shareholders vote against this proposal. | 1 | WHO guidelines on use of medically important antimicrobials in food-producing animals. Geneva: World Health Organization; 2017. Licence: CC BY-NC-SA 3.0 IGO. https://www.who.int/publications/i/item/9789241550130 |
| 2 | As defined by the US Food and Drug Administration GL152 annex list antibiotic classification. |
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Proposal 8 PROPOSAL 8 – SHAREHOLDER PROPOSAL TO REQUIRE US TO DISCLOSE OUR BROILER KWIS, METRICS FOR IMPROVING BROILER WELFARE AND HOW WE ARE USING OUR KWIS AND METRICS TO IMPROVE ANIMAL WELFARE RBI has been advised that The Humane Society of the United States, holder of at least $2,000 RBI common shares for at least three years, intends to submit the following proposal at the Meeting: Supporting Statement: Since 2017, RBI has been publicizing its work to improve animal welfare in its “broiler” chicken supply chain, promising to “improve broiler welfare by 2024 through a combination of outcome- based and practice-based metrics that are shown to demonstrably increase animal welfare.” 1 The problem, though, is that the commitment is short on specifics. For example, RBI says it developed a set of “key welfare indicators” (KWIs) which “will be used to measure farm-level welfare outcomes.” But with its 2024 deadline here, RBI doesn’t disclose what, exactly, those KWIs or “outcome-based and practice-based metrics” are. Beyond its social significance, animal welfare is also a material matter. As RBI itself says, the company’s very “ability to serve safe, quality food dependson a foundation of responsible care for the health and welfare of the animals in our supply chain.” [Emphasis added.] And as its recent annual reports state, its “[b]rand value is based in part on consumer tastes, preferences and perceptions on a variety of factors, including…with respect to animal welfare.” Moreover, animal welfare transparencyis specifically important. The 2023 “Transparency Trends” report from FMI (a leading food industry trade association) found that it’s “extremely important” to the vast majority of shoppers that brands are “transparent” with 74% saying that specifically means providing “values-based information such as animal welfare.” And a 2023 Merck study found that for 66% of consumers, both “transparency in animal proteins” and “animal care/treatment” itself are “extremely or very important.” Since the company’s been promising to improve the treatment of broiler chickens in its supply chain since 2017, we think it ought to finally disclose the fundamental details about what that means. Indeed, more disclosure on how RBI is measuring its commitments would allow shareholders to better assess the effectiveness of the company’s animal welfare commitment and management of related risks. THEREFORE: Shareholders ask that RBI disclose: (1) what exactly its broiler KWIs are, (2) what its “outcome-based and practice-based metrics” are for improving broiler welfare, and (3) how exactly it’s using those KWIs and metrics to measure and improve animal welfare. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 65 |
Proposal 8 RBI’s Response: Our Board unanimously recommends that shareholders vote AGAINST this proposal as we believe that publicly disclosing detailed KWI criteria and compliance at this early stage of our broiler welfare program could adversely affect our ability to enroll suppliers into the program. RBI’s approach to addressing broiler welfare practices in our supply chain is science-led and data driven. While we are not directly involved in the raising, feeding, handling, transportation, or processing of animals; as a major global purchaser of chickens, we understand that we can play a role in promoting good practices of care for those animals. We developed our strategy through consultation with leading animal welfare scientists, our supplier advisory council on broiler welfare, and the International Poultry Welfare Alliance (US RSPE-IPWA). RBI updated its broiler welfare policy in 2023, which established measurable Key Welfare Indicators (KWI’s) to monitor welfare outcomes and enable us to make continuous improvement. RBI is currently scaling up KWI data collection with selected broiler suppliers in North America through its partnership with FAI Farms. We are focused on strengthening and expanding this program to include additional suppliers and geographies with EMEA being our next area of focus. Today, we collect 15 KWIs that address the following 7 welfare principles (through a combination of measured outcomes and operational practices): The KWIs we collect were selected based on input from IPWA, FAI Farms, and our supplier advisory council, however, these KWIs are subject to change as we continue to develop our program, considering the latest animal welfare science, evolving industry best practices, and input from our NGO partners. We intend to continue to report on our progress on chicken welfare. For these reasons, our Board recommends prioritizing our existing focus on establishing our KWI program and that shareholders vote against this proposal. | | | | | | | Page 66 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 9 PROPOSAL 9 – SHAREHOLDER PROPOSAL REGARDING PMSG USE IN PORK The proponent of Proposal 9: “Shareholder Proposal Regarding PMSG Use in Pork” has withdrawn the proposal. Therefore, Proposal 9 will not be presented or voted upon at the Annual Meeting, nor will any votes cast in regard to Proposal 9 be tabulated or reported. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 67 |
Proposal 10 PROPOSAL 10 – SHAREHOLDER PROPOSAL REGARDING REDUCING PLASTIC USE RBI has been advised that As You Sow, with an address of 2020 Milvia St. Suite 500, Berkeley, CA 94704, on behalf of Michael Monteiro 2016 Rev Tr, holder of 722 RBI common shares for at least 13 months, and Mack Street 2016 Trust, holder of 1,027 RBI common shares for at least 13 months, intends to submit the following proposal at the Meeting: The Proponents Proposal: WHEREAS: Without immediate and sustained new commitments throughout the plastics value chain, annual flows of plastics into oceans could nearly triple by 2040.1 The growing plastic pollution crisis poses increasing risks to Restaurant Brands International (RBI). Corporations could face an annual financial risk of approximately $100 billion should governments require them to cover the waste management costs of the packaging they produce.2 Governments around the world are increasingly taxing corporations for single-use plastic (SUP) packaging, including new laws in Maine, Oregon, Colorado, and California.3 The European Union has banned ten SUP products commonly found in ocean pollution and imposed a tax on non-recycled plastic packaging waste.4 Pew Charitable Trusts’ groundbreaking study, Breaking the Plastic Wave, concluded that improved recycling alone is insufficient to address plastic pollution – instead, recycling must be coupled with reductions in use, materials redesign, and substitution.5 At least one-third of plastic use can be reduced, and reduction is the most viable solution from environmental, economic, and social perspectives.6 More than one-third of RBI investors supported a 2023 shareholder proposal urging the Company to reduce its plastics use.7 RBI has failed to meaningfully respond. At least 60 consumer goods and retail companies have committed to reducing their overall use of plastic packaging.8 Competitor McDonald’s has a goal to completely eliminate the use of virgin plastic packaging by 2025,9 and competitor YUM! Brands has a goal to eliminate 10% of virgin plastic use across all its brands by 2025.10 RBI has no stated goal to reduce use of virgin plastic. Necessary in reducing virgin plastic use is the replacement of disposables with reusable packaging. In 2024, competitor McDonald’s will publish an assessment of opportunities for reusable packaging.11 The report may include possible new actions and potential goal frameworks on reusables.12 Starbucks is also actively embracing reusable packaging with new global reusable container goals, having committed that all stores and drive-throughs will facilitate reusables beginning 2024.13 RBI has no quantifiable goal to transition from disposable packaging to reusables. BE IT RESOLVED: Shareholders request that the RBI Board issue a report, at reasonable expense and excluding proprietary information, describing how the Company could reduce its plastics use in alignment with the one-third reduction findings of the Pew Report, or other authoritative sources, to reduce its contribution to ocean plastics pollution. SUPPORTING STATEMENT: The report should, at Board discretion: | • | | Assess the reputational, financial, and operational risks associated with continuing to use substantial amounts of single-use plastic packaging while plastic pollution grows; |
Evaluate dramatically reducing the amount of plastic used in our packaging by transitioning to reusables; and | • | | Describe how RBI can further reduce single-use packaging, including any planned reduction strategies or goals, materials redesign, substitution, or reductions in use of virgin plastic. |
| 1 | https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.4 |
| 2 | https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9 |
| 3 | https://www.packworld.com/news/sustainability/article/22419036/four-states-enact-packaging-epr-laws |
| 4 | https://environment.ec.europa.eu/topics/plastics/single-use-plastics_en |
| 5 | https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9 |
| 6 | https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.10 |
| | | | | | | Page 68 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 10 | 7 | https://www.asyousow.org/resolutions/2022/12/30-restaurant-brands-sustainable-packaging-policies-for-plastics |
| 8 | https://www.ellenmacarthurfoundation.org/global-commitment-2023/overview |
| 9 | https://corporate.mcdonalds.com/corpmcd/our-purpose-and-impact/our-planet/packaging-toys-and-waste.html |
| 10 | https://www.yum.com/wps/portal/yumbrands/Yumbrands/citizenship-and-sustainability/planet/sustainable-packaging-and-waste-reduction |
| 11 | https://www.asyousow.org/press-releases/2023/3/16/mcdonalds-publish-report-reusable-packaging |
| 12 | https://www.asyousow.org/press-releases/2023/3/16/mcdonalds-publish-report-reusable-packaging |
| 13 | https://stories.starbucks.com/stories/2022/starbucks-global-environmental-and-social-impact-report-2021/ |
RBI Response: Our Board unanimously recommends that shareholders vote AGAINST this proposal because the sustainability section of our website already includes information on how we have and will reduce our plastic use and our contribution to ocean plastics pollution. Packaging is highly important to our industry and plays a crucial role in delivering a great experience to our guests. Because of its importance, we have been innovating our packaging over many years and our Restaurant Brands for Good annual report declares the four areas of our sustainable packaging philosophy. reducing or eliminating packaging where possible making responsible material choices to increase the use of renewable and recycled materials designing for circularity at end of life by considering recyclability, reusability, and compostability | • | | increasing access to in-store recycling facilities where viable to divert waste from landfills |
Many of the projects we have been delivering over recent years as part of our packaging innovation strategy closely align to the eight recommendations made in the frequently-cited Pew Report. In light of our shareholder engagement, we have expanded our disclosure regarding our approach to reducing the use of plastics. As we have disclosed on our website: “Our first objective when it comes to plastic packaging is to reduce problematic or unnecessary plastics that are hard to recycle due to their format, composition, or size, and which are more likely to end up in the environment.” “Another key objective for our plastic packaging is to increase recycled content.” The sustainability section of our website also includes details of the projects that we have launched in furtherance of these objectives. For example, in 2020, Tim Hortons replaced double cupping at Canadian restaurants with recyclable sleeves. In 2021, Tim Hortons phased out plastic straws from the Canadian restaurants, removing more than 319 million single use plastics and rolled out new paper-based sandwich wrappers that are fully recyclable, reducing more than 379 tonnes of plastic at such time. In 2022 we switched Tim Hortons hot drink lids to Polypropylene to increase recyclability. In parallel we have been testing hot beverage lids with 25% post-consumer recycled material, helping to grow the market for recycled materials, in addition to testing fibre lids with no plastic content whatsoever. As disclosed, we continue to conduct tests on reusable packaging across Tim Hortons and Burger King to improve our practices as we explore methods to make recycling systems commercially viable in our organization. However, it is important to note that some of the major challenges in packaging and plastic management are related to the fragmented regulatory landscape and inconsistent end-of-life infrastructure around the world. For example, the availability of, and access to, chemical recycling or industrial composting significantly varies country to country. This means that material choices and product designs need to be tailored accordingly. Further, some regulators, such as in France, have promoted reusable solutions including rigid plastics, while other markets have focused on moving to plastic free packaging instead. As an effort to further improve our commitment to sustainable packaging, in our 2024 Restaurant Brands for Good annual report, we are updating our commitment to sustainable use of plastics to include a new commitment to | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 69 |
Proposal 10 reduce the volume of single use virgin-plastic in packaging in our US and Canadian restaurants by a minimum of 10% by the end of 2026. We view this as a realistic step on our journey to sustainable plastics use and will continue to review ways to develop improved packaging offerings together with our supplier base. Our Board believes that our current disclosure already includes information on how we have and will continue to reduce our plastic use and our contribution to ocean plastics pollution and recommends that shareholders vote against the proposal. | | | | | | | Page 70 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 11 PROPOSAL 11 – SHAREHOLDER PROPOSAL TO REQUIRE BOARD CHAIR TO BE INDEPENDENT RBI has been advised that The Accountability Board, Inc., holder of 739 RBI common shares at least $2000 of which have been held for at least a year, intends to submit the following proposal at the Meeting: The Proponents Proposal: Dear fellow shareholders, J. Patrick Doyle is not an independent director, yet chairs RBI’s Board. By contrast, many RBI competitors—including McDonald’s, Wendy’s and Yum! Brands—have independent Chairs. And indeed, having a non-independent Chair can weaken a corporation’s governance, harm shareholder value, and has been increasingly falling out of practice. According to the 2022 Canada Spencer Stuart Board Index (CSSBI): Over three-quarters (79) of the CSSBI 100 board chairs in 2022 were serving as non-executives (distinct and separate from the CEO and/or executive chair roles), “following a long-standing governance practice of Canada’s large public companies.” And most (85%) of the non-executive board chairs were independent in 2022. The shift toward board Chair independence makes sense, considering that management’s most important role is to effectively run the company and the board’s is to effectively provide oversight of management, so a lack of checks and balances may arise when the board is chaired by executive management. As RBC says: “It is a matter of good governance practice that an independent director be appointed to the position of chair of the board of directors” and “[a]n independent chair is one of the primary mechanisms by which board independence is maintained.” Similarly, “The chair of the board should ideally be an independent director,” reports Institutional Shareholder Services (ISS), “to help provide appropriate counterbalance to executive management.” And reports Glass Lewis: “Glass Lewis’ view is that shareholders are better served when the board is led by an independent chair, a role which we believe is better able to oversee the executives of the Company and set a pro-shareholder agenda without the management conflicts that exist when a CEO or other executive also serves as chair. This, in turn, leads to a more proactive and effective board of directors.” “We believe that the presence of an independent chair fosters the creation of a thoughtful and dynamic board not dominated by the views of senior management,” concludes Glass Lewis. We agree—and think that to modernize the company’s corporate governance structure moving forward, it ought to be chaired by an independent director. RESOLVED: Shareholders ask the Board to adopt a policy, and amend the bylaws as necessary, to require the Board Chair to be an independent director. The policy may provide that (i) if a Chair at any time ceases to be independent, the Board shall replace the Chair with a new, independent, Chair; (ii) compliance with this policy is waived if no independent director is available and willing to serve as Chair; and (iii) that the policy shall apply prospectively so as not to violate any contractual obligation existing at its adoption. Thank you. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 71 |
Proposal 11 RBI’s Response: Our Board unanimously recommends that shareholders vote AGAINST this proposal as we believe our strong corporate governance practices and policies should allow us to maintain flexibility and that Patrick Doyle brings significant value to RBI in his role as Executive Chair. In keeping with leading corporate governance standards, the Board has had separate people serving in the roles of Chairman and CEO since our formation in 2014. In addition, our Board appointed a Lead Independent Director to strengthen effective independent oversight. The Board values robust oversight and independent leadership on the Board and believes that its current leadership structure accomplishes both. Our existing Board leadership structure, consisting of separate roles for the Executive Chair and CEO, together with a Lead Independent Director: (1) allows the Chair to focus on leading the Board in its oversight and governance responsibilities as well as its role of establishing long-term strategy for RBI, (2) allows the CEO to focus on executing RBI’s current strategic plans and initiatives and overseeing and directing the operations of the Company and (3) allows the Lead Independent Director, together with engaged independent directors, to provide strong independent oversight. Our Lead Independent Director’s robust roles and responsibilities, as provided in the authorizing resolutions, are broad and similar to those of an independent Chairman, including: presiding at Board meetings at which the Executive Chair is not present; including executive sessions of independent directors; serving as a liaison between the Executive Chair, the CEO and the independent directors; previewing information provided to the Board and approving meeting agendas, which may include consideration of risk matters; calling meetings of independent directors; and being available to represent the Board in communications with shareholders and other stakeholders. In addition to our strong Lead Independent Director, our Board structure and corporate governance practices demonstrate our commitment and accountability to our shareholders, including: a majority of our directors are required to be independent; all of our directors stand for election annually, all of the members of each of our standing Board Committees are independent; the Board and each Board Committee have the authority to hire independent legal, financial or other advisors at the Company’s expense; and our independent directors meet in executive sessions throughout the year. As our Executive Chairman since January 2023, Mr. Doyle provides the Board and our senior executives, including our CEO, with unparalleled perspective, guidance, advice and strategic vision regarding the quick service restaurant industry and RBI’s business, operations and strategy given his decades of proven experience. As Mr. Doyle does not have daily operational responsibilities, he is focused on leading the Board and fulfilling critical oversight and governance responsibilities. Mr. Doyle serves as a bridge between the Board and the CEO, offering guidance and strategic direction on an ongoing basis between Board sessions. While Mr. Doyle, as Executive Chairman, is an officer of RBI and therefore not independent under the NYSE rules, he does not serve as CEO, is not responsible for managing the daily operations of the company and does not receive any salary or bonus in connection with his service to RBI. | | | | | | | Page 72 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Proposal 11 Notably, Mr. Doyle’s significant equity stake in RBI, including the personal $30 million investment he made in connection with his appointment in November 2022, ensures his alignment with the interests of fellow shareholders. The submitted shareholder proposal is inconsistent with Mr. Doyle remaining as our Executive Chair and we believe that Mr. Doyle continuing in that position serves the best interests of RBI or its shareholders. For these reasons, our Board recommends retaining flexibility with respect to our governance structure and that shareholders vote against this proposal. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 73 |
Other Information SECURITY OWNERSHIP This table shows ownership information for (i) any person or company known by our directors and executive officers to beneficially own, or control or direct, directly or indirectly, more than 5% of our common shares or more than 5% of the Partnership exchangeable units, (ii) each of our directors and nominees, (iii) each of the executive officers named in the Summary Compensation Table on page 45 and (iv) all directors and executive officers as a group. This information is presented as of April 12, 2024. The percentage ownership under the columns entitled “Common Shares” and “Partnership Exchangeable Units” specifies the percentage of the applicable class represented by the number of common shares or Partnership exchangeable units so owned, controlled or directed and is based upon 316,382,439 common shares, and 133,595,544 Partnership exchangeable units outstanding as of the close of business on April 12, 2024. The percentage of “Total Voting Power” is calculated assuming that the holders of all of the Partnership exchangeable units properly provide voting instructions. Under SEC rules, “beneficial ownership” for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by exercising vested stock options) and is different from beneficial ownership for purposes of Section 16 of the Exchange Act. Except as indicated in the footnotes to this table, to the best of our knowledge, the persons and entities named in the table have sole voting and investment power with respect to all common shares or Partnership exchangeable units shown as beneficially owned by them. Except as otherwise indicated, the address of each individual or entity named in this table is c/o Restaurant Brands International Inc., 130 King Street West, Suite 300, Toronto, Ontario, Canada M5X 1E1. Voting Securities Beneficially Owned | | | | | | | | | | | | | | | | | | | | | | | | | Name of Beneficial Owner | | Common
Shares
(#) | | | % of
Class of
Common
Shares | | | Partnership
Exchangeable
Units (#) | | | % of Class of
Partnership
Exchangeable
Units | | | Total
Shares
Beneficially
Owned (#) | | | Total
Voting
Power
(%) | | 3G Funds(1) | | | — | | | | — | | | | 123,312,485 | | | | 92.3 | % | | | 123,312,485 | | | | 27.4 | | Capital World Investors(2) | | | 42,717,211 | | | | 13.5 | | | | — | | | | — | | | | 42,717,211 | | | | 9.5 | | Pershing Square Funds(3) | | | 25,119,016 | | | | 7.9 | % | | | 3,942,553 | | | | 3.0 | % | | | 29,061,569 | | | | 6.5 | % | Named Executive Officers, Directors and Nominees: | | | | | | | | | | | | | | | | | | | | | | | | | Alexandre Behring | | | 278,496 | (4) | | | * | | | | — | | | | — | | | | 278,496 | | | | † | | Maximilien de Limburg Stirum | | | 6,612 | (5) | | | * | | | | — | | | | — | | | | 6,612 | | | | † | | J. Patrick Doyle | | | 562,503 | (6) | | | | | | | | | | | | | | | | | | | | | Cristina Farjallat | | | 1,436 | (5) | | | | | | | | | | | | | | | | | | | | | Jordana Fribourg | | | 934 | (5) | | | * | | | | — | | | | — | | | | 934 | | | | † | | Ali G. Hedayat | | | 31,418 | (7) | | | * | | | | — | | | | — | | | | 31,418 | | | | † | | Marc Lemann | | | 18,714 | (8) | | | * | | | | — | | | | — | | | | 18,714 | | | | † | | Jason Melbourne | | | 5,776 | (5) | | | * | | | | — | | | | — | | | | 5,776 | | | | † | | Daniel S. Schwartz | | | 1,393,041 | (9) | | | * | | | | 137,996 | (10) | | | * | | | | 1,531,036 | | | | † | | Thecla Sweeney | | | 4,153 | (11) | | | * | | | | — | | | | — | | | | 4,153 | | | | † | | José E. Cil | | | 711,236 | (12) | | | * | | | | 105,758 | | | | * | | | | 816,994 | | | | † | | Joshua Kobza | | | 1,121,795 | (13) | | | * | | | | 5,413 | | | | * | | | | 1,127,208 | | | | † | | Matthew Dunnigan | | | — | | | | * | | | | — | | | | — | | | | — | | | | † | | Thomas Curtis IV | | | 27,104 | | | | * | | | | — | | | | — | | | | 27,104 | | | | † | | Axel Schwan | | | 203,479 | (14) | | | * | | | | — | | | | — | | | | 203,479 | | | | † | | David Shear | | | 19,485 | | | | * | | | | — | | | | 2,545 | | | | 22,030 | | | | † | | All executive officers and directors as a group (21 persons) | | | 5,814,857 | (15) | | | 1.8 | % | | | 311,866 | | | | * | | | | 6,126,723 | | | | † | |
| | | | | | | Page 74 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Other Information | * | Represents beneficial ownership of less than one percent (1%) of the class of outstanding common shares or Partnership exchangeable units, as applicable. |
| † | Represents beneficial ownership of less than one percent (1%) of the combined voting power of the outstanding common shares and Partnership exchangeable units. |
| (1) | According to the Schedule 13D (Amendment No. 19) filed on September 6, 2023 by 3G Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company (“3G RBH GP”) and 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership (“3G RBH”, and together with 3G RBH GP, the “3G Funds”), the 3G Funds own an aggregate of 123,312,485 Partnership exchangeable units with voting rights in respect of the common shares on a one vote per unit basis. Each of the 3G Funds shares voting and investment power with respect to all 123,312,485 Partnership exchangeable units. The principal business address of the 3G Funds is c/o 3G Capital, Inc., 600 Third Avenue 37th Floor, New York, New York 10016. |
| (2) | According to the Schedule 13G/A (Amendment No. 5) filed on February 9, 2024 by Capital World Investors (“Capital World”), an investment adviser registered under the Investment Advisers Act of 1940, as amended, and division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc. and Capital Group Investment Management Private Limited. Of the 42,717,211 common shares beneficially owned, Capital World has (a) sole voting power with respect to 42,602,515 common shares, and (b) sole investment power with respect to all 42,717,211 common shares. According to the Schedule 13G/A, Capital World’s divisions of each of the investment management entities collectively provide investment management services under the name Capital World Investors. The principal business address of Capital World is 333 South Hope Street, 55th Floor, Los Angeles, CA 90071. |
| (3) | According to a Schedule 13D (Amendment No. 1) filed on June 2, 2020 by Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), PS Management GP, LLC, a Delaware limited liability company (“PS Management”), and William A. Ackman, a citizen of the United States of America. Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”) and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS and International, the “Pershing Square Funds”). PS Management serves as the general partner of Pershing Square. Mr. Ackman is the Chief Executive Officer of Pershing Square and the managing member of PS Management. Of the total amount beneficially owned, each of Pershing Square, PS Management and Mr. Ackman shares voting and investment power with respect to 25,119,016 common shares and 381,005 Partnership exchangeable units, and Mr. Ackman has sole voting and investment power with respect to 3,561,548 Partnership exchangeable units. The principal business address of Pershing Square is 787 Eleventh Avenue, 9th Floor, New York, New York 10019. |
| (4) | This amount includes (i) 130,496 RSUs that settle upon termination of board service, of which (a) 128,704 are held by CLBB Investments Holdings Fund Ltd. (“CLBB Investments”) and (b) 1,792 are held directly, and (ii) 148,000 common shares held by CLBB Investments. Mr. Behring is the owner of CLBB Investments. Mr. Behring disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
| (5) | This amount represents RSUs that settle upon termination of board service. |
| (6) | This amount represents 500,000 common shares held by Lodgepole 231 LLC of which Mr. Doyle is the sole member and investment manager. Mr. Doyle disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
| (7) | This amount includes (i) 15,309 RSUs that settle upon termination of board service and (ii) 11,381 common shares issuable pursuant to options that are exercisable within 60 days after April 12, 2024. |
| (8) | This amount includes (i) 3,714 RSUs that settle upon termination of board service and (ii) 15,000 common shares held by Maai Ltd., of which the Mr. Lemann is the sole owner. Mr. Lemann disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
| (9) | This amount includes (i) 10,834 RSUs that settle upon termination of board service, 1,549 of which are held by Miami Restaurant Holdings LLC (“MRH”), (ii) 527,636.6 common shares held by MRH, and (iii) 854,570 common shares held by Ameco Food Holdings LLC (“Ameco”). Mr. Schwartz holds all voting and dispositive power over the securities held by Ameco and MRH. Mr. Schwartz disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
| (10) | This amount includes (i) 14,296 Partnership exchangeable units held by MRH and (ii) 123,700 Partnership exchangeable units held by Ameco. |
| (11) | This amount includes 2,803 RSUs that settle upon termination of board service. |
| (12) | This amount includes (i) 157,581 common shares held directly by Mr. Cil, (ii) 46,500 common shares held by an irrevocable life insurance trust, (iii) 363,698 common shares held by irrevocable family trusts, and (iv) an aggregate of 143,457 common shares held by four grantor retained annuity trusts, of which Mr. Cil is the trustee and annuitant. |
| (13) | This amount includes 535,494 common shares issuable pursuant to options that are exercisable within 60 days after April 12, 2024. |
| (14) | This amount includes 70,000 common shares issuable pursuant to options that are exercisable within 60 days after April 12, 2024. |
| (15) | Includes in the aggregate (i) 176,980 RSUs that settle upon the termination of board service by respective board members and (ii) 1,157,207 common shares issuable pursuant to options that are exercisable within 60 days after April 12, 2024. |
Delinquent Section 16(a) Reports Compliance with Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own 10% or more of a class of our equity securities to file ownership reports with the SEC. Based solely on a review of the reports filed with the SEC and written representations from our executive officers and directors, we believe that during 2023 all Section 16(a) filing requirements were complied with on a timely basis. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 75 |
The following table reports the compensation of our CEO (PEO) and the average compensation of our other NEOs as reported in the Summary Compensation Table for the past four years, as well as their “compensation actually paid”, alongside total shareholder return (TSR) and net income metrics, and a company-selected measure of Adjusted EBITDA. We selected this measure as the most important in linking compensation actually paid to our NEOs for 2023 to our performance, as Adjusted EBITDA was the predominant metric used in our 2023 annual incentive plan, as described in more detail above. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary
Compensation
Table Total for
First PEO | | | Compensation Actually Paid to First PEO 2 | | | Summary
Compensation
Table Total for
Second PEO | | | Compensation
Actually Paid
to Second
PEO | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs | | | | | | Peer Group
Total
Shareholder
Return | | | | | | Adjusted
EBITDA
(in millions) | | | | $ | 2,919,736 | | | $ | 22,058,277 | | | $ | 28,967,541 | | | $ | 77,213,418 | | | $ | 7,215,978 | | | $ | 12,712,740 | | | $ | 141.28 | | | $ | 157.59 | | | $ | 1,718 | | | $ | 2,554 | | | | $ | 17,051,342 | | | $ | 27,404,712 | | | $ | 0 | | | $ | 0 | | | $ | 36,433,352 | | | $ | 57,793,584 | | | $ | 113.35 | | | $ | 124.79 | | | $ | 1,482 | | | $ | 2,378 | | | | $ | 13,968,789 | | | $ | 13,978,748 | | | $ | 0 | | | $ | 0 | | | $ | 6,914,601 | | | $ | 6,379,416 | | | $ | 102.38 | | | $ | 152.39 | | | $ | 1,253 | | | $ | 2,248 | | | | $ | 20,054,416 | | | $ | 17,686,735 | | | $ | 0 | | | $ | 0 | | | $ | 7,709,451 | | | $ | 6,253,319 | | | $ | 99.66 | | | $ | 118.40 | | | $ | 750 | | | $ | 1,864 | |
| 1 | Mr. Cil is the PEO for 2020, 2021, 2022 and two months of 2023. Mr. Kobza is PEO for the remainder of 2023. The other NEOs for each year are: for 2023 – Messrs. Dunnigan, Shear, Schwan and Curtis, for 2022 – Messrs. Doyle, Dunnigan, Kobza and Shear, for 2021 – Messrs. Dunnigan, Kobza, Shear and Curtis, and for 2020 – Messrs. Dunnigan, Kobza, Schwan and Siddiqui. |
| 2 | The dollar amounts shown is this column reflect “compensation actually paid” calculated by adjusting the amounts in the summary compensation table in accordance with SEC rules. As required, the dollar amounts include unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to the CEO or other NEO during the applicable years. The adjustments made are shown in the table below: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation Table Total Compensation ($) | | | 20,054,416 | | | | 13,968,789 | | | | 17,051,342 | | | | 2,919,736 | | | | 28,967,541 | | | Less: Stock and Option Award Values Reported in SCT ($) | | | (17,716,706 | ) | | | (10,769,665 | ) | | | (13,575,946 | ) | | | (2,571,384 | ) | | | (26,007,809 | ) | | Plus: Fair Value of Stock and Options Awards Granted in Year ($) | | | 16,327,370 | | | | 7,792,950 | | | | 15,204,487 | | | | 2,223,970 | | | | 57,461,293 | | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | | | (1,571,152 | ) | | | (341,716 | ) | | | 4,528,849 | | | | 13,737,077 | | | | 11,220,283 | | | Fair Value as of Vesting Date of Equity Award Granted and Vested in Year ($) | | | 0 | | | | 1,423,917 | | | | 734,069 | | | | 699,434 | | | | 477,567 | | | Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year ($) | | | (1,432,805 | ) | | | (111,328 | ) | | | 157,046 | | | | 893,104 | | | | 533,178 | | | Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year ($) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | 2,025,612 | | | | 2,015,801 | | | | 3,304,865 | | | | 4,156,340 | | | | 4,561,366 | | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | Compensation Actually Paid ($) | | | 17,686,735 | | | | 13,978,748 | | | | 27,404,712 | | | | 22,058,277 | | | | 77,213,418 | |
| | | | | | | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Other Information Average Other NEO Equity Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation Table Total Compensation ($) | | | 7,709,451 | | | | 6,914,601 | | | | 36,433,352 | | | | 7,215,978 | | | Less: Stock and Option Award Values Reported in SCT ($) | | | (6,293,970 | ) | | | (4,942,911 | ) | | | (34,402,665 | ) | | | (5,205,781 | ) | | Plus: Fair Value of Stock and Options Awards Granted in Year ($) | | | 5,854,254 | | | | 3,640,557 | | | | 53,815,223 | | | | 6,230,469 | | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | | | (584,003 | ) | | | (250,129 | ) | | | 1,328,710 | | | | 3,053,515 | | | Fair Value as of Vesting Date of Equity Award Granted and Vested in Year ($) | | | 0 | | | | 585,031 | | | | 264,387 | | | | 282,346 | | | Change in Fair Value of Stock and Options Awards from Prior Years that Vested in Year ($) | | | (1,304,992 | ) | | | (144,704 | ) | | | (524,058 | ) | | | 208,276 | | | Less: Fair Value of Stock and Option Awards that fail to meet vesting conditions during Year ($) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | 872,581 | | | | 576,970 | | | | 878,635 | | | | 927,936 | | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | | (0 | ) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | Compensation Actually Paid ($) | | | 6,253,319 | | | | 6,379,416 | | | | 57,793,584 | | | | 12,712,740 | |
Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance As required, we disclose below the most important measures used by RBI to link compensation actually paid to our NEOs for 2023 to our performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page30 . 2023 Most Important Measures (Unranked) | | | | | | Adjusted EBITDA | | Net Restaurant Growth | | | | Comparable Sales | | Total Shareholder Return |
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Other Information Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between RBI total shareholder return and that of the S&P 500 Restaurants Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. Dollar amounts are shown in millions. | | | | | | | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Other Information CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (excluding our CEO). As of December 31, 2023, our employee population consisted of approximately 8,200 individuals working in locations around the world, including full-time and part-time employees. We selected December 31, 2023 as the determination date for identifying the median employee. To identify the median employee based on our employee population as of December 31, 2023, we calculated the amount of annual total cash compensation paid to all of our employees (other than our CEO). We calculated annual cash compensation using a reasonable estimate of the hours worked during 2023 for hourly employees and the actual salary and cash bonus paid for our salaried employees. We annualized pay for those who commenced work during 2023. We did not make any cost-of-living or other adjustments in identifying the median employee. For 2023, we calculated the 2023 total annual compensation of the median employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation was $31,525. Utilizing the same executive compensation rules and based on the amount reported in the “Total” Column of our 2023 Summary Compensation Table in the Executive Compensation section above for our CEO, the annual total compensation of our CEO was $28,967,541 (including $24,252,000 arising from the grant date fair value of PSUs). The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 919 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. This pay ratio disclosure is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported. This information is being provided in response to SEC disclosure requirements. Neither the Compensation Committee nor RBI’s management uses the pay ratio measure in making any compensation decisions. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 79 |
Questions and Answers About the Meeting and Voting QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING ABOUT THIS PROXY STATEMENT For the 2024 Annual General Meeting of Shareholders to be held on June 6, 2024 This proxy statement is provided in connection with RBI soliciting proxies for use at the Meeting of the shareholders of RBI to be held in person on June 6, 2024 at 8:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting. We expect to mail an Important Notice Regarding Internet Availability of Proxy Materials for the 2024 Annual General Meeting of Shareholders (the “Notice”) on or about April 25, 2024. The proxy materials are available at www.envisionreports.com/RBI2024. Registered shareholders and duly appointed proxyholders can attend the meeting at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1. After the Meeting, we will post answers to all properly submitted questions on our investor relations website (www.rbi.com) along with a recording of the Meeting. A summary of the information shareholders will need to attend and vote at the Meeting is provided below. HYBRID MEETING FORMAT We are conducting a hybrid shareholder meeting, allowing participation both online and in person. Registered shareholders and duly appointed proxyholders can attend the meeting in person at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1 or online at https://web.lumiagm.com/472358988 where they can participate, vote, or submit questions during the meeting’s live webcast.Non-registered (beneficial) shareholders and holders of partnership units who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questions at the Meeting. After the Meeting, we will post answers to all properly submitted questions on our investor relations website (www.rbi.com) along with a recording of the Meeting webcast. A summary of the information shareholders will need to attend and vote at the Meeting is provided below. GENERAL VOTING INFORMATION Who may vote at the Meeting? There are two classes of voting shares eligible to vote at the Meeting: | › | our special voting share. |
You may vote if you were the record holder or beneficial owner of shares of either of these two classes as of the close of business on April 12, 2024 (the “Record Date”). If you are a record holder or beneficial owner of Partnership exchangeable units as of the close of business on the Record Date, you are entitled to vote indirectly through the special voting share which is held by Computershare Trust Company of Canada (the “Trustee”, “Computershare” or the “Transfer Agent”), pursuant to a voting trust agreement, dated December 12, 2014, among RBI, Partnership and the Trustee (the “voting trust agreement”). See “—What are my voting rights if I hold Partnership exchangeable units” for more information about the voting rights associated with Partnership exchangeable units. Holders of common shares vote together as a single class with the holder of the special voting share, except as otherwise provided by law. | | | | | | | Page 80 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Questions and Answers About the Meeting and Voting How many votes are eligible to be cast at the Meeting? A total of 316,382,439 votes are eligible to be cast at the Meeting. As of the close of business on the Record Date, we had outstanding 133,595,544 common shares and one special voting share. The Trustee, as holder of the special voting share, may vote up to the number of Partnership exchangeable units outstanding (and not held by RBI and its subsidiaries) as of the close of business on the Record Date, or 449,977,983 votes. What are my voting rights if I hold common shares? Each common share is entitled to one vote. What are my voting rights if I hold Partnership exchangeable units? If you are a record holder of Partnership exchangeable units, you may vote indirectly by sending voting instructions to the Trustee who holds the special voting share and may vote the number of Partnership exchangeable units outstanding as of the close of business on the Record Date for which it has received voting instructions from the holders thereof in accordance with those instructions. If the Trustee does not receive such instructions, those voting rights will not be exercised. However, a record holder of Partnership exchangeable units may obtain a proxy from the Trustee entitling the holder or its designee to attend and vote at the Meeting, as described below. A record holder of Partnership exchangeable units is entitled to give voting instructions to the Trustee (or obtain a proxy, as applicable) for a number of votes equal to the number of Partnership exchangeable units that the holder held as of the close of business on the Record Date. See “— Attending the Meeting” below for instructions on attending and voting at the Meeting and the attached Appendix A for further details as to the voting rights associated with the Partnership exchangeable units. How many votes must be present to hold the Meeting? Two persons holding or representing by proxy at least a majority of the votes eligible to be cast at the Meeting, or 224,988,992 votes, will constitute a quorum. Common shares and the special voting share represented in person at the Meeting or by proxy, including such shares which withhold or do not vote with respect to one or more of the matters presented for shareholder approval, will be counted for purposes of determining whether a quorum is present. If we do not have a quorum, we will adjourn the Meeting and reconvene the Meeting at a later date. At any such reconvened Meeting, two persons holding or representing by proxy at least twenty-five percent of the votes eligible to be cast at the Meeting will constitute a quorum. What is the difference between a shareholder of record and a beneficial owner? If your common shares are registered directly in your name with the Transfer Agent, you are considered a “registered shareholder” and the “shareholder of record” with respect to those shares. If your shares are held by a brokerage firm, bank, trustee, or other intermediary, you are considered the “beneficial owner” of shares held in “street name”. I am a shareholder of record of common shares – How do I vote? If you are a shareholder of record of common shares as of the close of business on the Record Date, you may vote in person or online at the Meeting (as described below) or you may vote by proxy prior to the Meeting. There are three ways to vote prior to the Meeting: | 1. | Internet Voting: You may vote by logging on to www.envisionreports.com/RBI2024 and clicking on Cast your Vote. If you requested proxy materials by mail, you may also vote by utilizing the website noted on the proxy card. Please follow the website prompts that allow you to vote your shares and confirm that your instructions have been properly recorded. |
| 2. | Telephone Voting: You may vote by calling the toll-free telephone number 1-866-732-8683. You will be prompted to provide your control number printed on the Notice or proxy card. You may not appoint a person as proxy holder other than the management nominees named in the Notice or proxy card if you vote by telephone. Please follow the voice prompts that allow you to vote your shares and confirm that your instructions have been properly recorded. |
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Questions and Answers About the Meeting and Voting | 3. | Return Your Proxy Card by Mail: If you requested proxy materials by mail, you may vote by completing, signing, and returning the proxy card in the postage-paid envelope provided with the proxy materials. The proxy holders will vote your shares according to your directions. |
Proxies, whether submitted through the Internet or by telephone or mail as described above, must be received by 11:59 p.m. (Eastern Time) on June 4, 2024. If the Meeting is adjourned or postponed, your proxy must be received by 8:00 a.m. (Eastern Time) on the last business day before the day of the reconvened Meeting. What if I hold my common shares in “street name”? Holders in “street name”, or beneficial owners, of common shares, will receive a Notice indirectly through such holders’ brokers or other intermediaries. The Notice contains instructions on how to access our proxy materials and vote online. You should follow the voting instructions of your broker or other intermediary. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out above. You should contact your broker or intermediary for further details. I am a holder of record of Partnership exchangeable units – How do I vote? If you are a record holder of Partnership exchangeable units on the Record Date, you are entitled to instruct the Trustee as to the exercise of the voting rights attached to the special voting share for each Partnership exchangeable unit that you owned of record as of the Record Date. You may instruct the Trustee as to the exercise of your votes by following the instructions in the Notice or by logging on to www.envisionreports.com/RBI2024 and clicking on “Cast your Vote”. Please follow the website prompts that allow you to exercise your votes and confirm that your instructions have been properly recorded. Alternatively, if you have requested the proxy materials by mail, you may direct the Trustee as to the exercise of your votes by completing, signing, and returning the voting instruction form (the “voting instruction”) in the postage-paid envelope provided with the voting materials. You may also instruct the Trustee to give a proxy to a designee of your selection (which may be you, if you intend on attending the Meeting as described below) to either exercise those votes in accordance with your instructions or to attend the Meeting and exercise those votes, as proxy of the Trustee. The Trustee must receive your voting instruction, including any proxy request in that instruction, by 11:59 p.m. (Eastern Time) on June 4, 2024. A voting instruction received after this time will not be binding on the Trustee. If the Meeting is adjourned or postponed, your voting instruction must be received by 8:00 a.m. (Eastern Time) on the last business day before the day of the reconvened Meeting. Further details on how to instruct the Trustee to vote, or to obtain a proxy from the Trustee, are included in the voting instruction. What if I hold my Partnership exchangeable units in “street name”? Holders in “street name”, or beneficial owners, of Partnership exchangeable units, will receive a Notice indirectly through such holders’ brokers or other intermediaries. The Notice contains instructions on how to access our proxy materials online and how to vote. You should follow the voting instructions of your broker or other intermediary. If you provide specific voting instructions by mail, or the Internet, your broker or nominee will instruct the Trustee as you have directed. Brokers or other intermediaries may set deadlines for voting that are further in advance of the Meeting than those set out above. You should contact your broker or intermediary for further details. | | | | | | | Page 82 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Questions and Answers About the Meeting and Voting What am I voting on and how does the Board recommend that I vote? You will be voting on the following nine proposals at the Meeting. The proponent of Proposals 4 and Proposal 9 has withdrawn the proposals. Therefore, Proposals 4 and 9 will not be presented or voted upon at the Annual Meeting, nor will any votes cast in regard to Proposals 4 or 9 be tabulated or reported. Due to the timing of the withdrawal the proxy card and voting instruction forms distributed or presented online with the Proxy Statement include both Proposals. The proxy card and voting instruction forms remain valid, and the Company will not distribute new voting instructions or proxy cards. Our Board’s recommendation for each of these proposals is set forth below: | | | | Voting Item | | Board Recommendation | | | Item 1. Election of ten directors specifically named in this proxy statement, each to serve until the close of the 2024 Annual Meeting or until his or her successor is elected or appointed. | | FOR each
director nominee | | | Item 2. Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (the “say-on-pay vote”). | | FOR | | | Item 3. Appoint KPMG as disclosed pursuantour auditors to serve until the compensation disclosure rulesclose of the Securities2025 Annual Meeting and Exchange Commission, includingauthorize our directors to fix the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in Restaurant Brands International Inc.’s 2016 Meeting proxy statement.”auditors’ remuneration. | | FOR | | | Item 4-11.Shareholder Proposals, if properly presented at the Meeting. | | AGAINST |
We will also consider any other business properly brought before the Meeting. What vote is required to approve each proposal? Holders of common shares and the special voting share will vote together as a single class for each proposal. | | | Proposal | | Vote required to approve the proposal | | Election of directors | | Majority of the votes cast. | | Say-on-pay vote | | This is a non-binding advisory vote. Our Board will consider our executive compensation to have been approved if the proposal receives more votes cast “for” than “against”. | | Appointment of KPMG as our auditors and authorization to fix the auditors’ remuneration | | Majority of the votes cast. | | Shareholder proposals | | These are non-binding shareholder proposals. Our Board will consider these proposals to have been approved if the proposal receives more votes cast “for” than “against”. |
What is the effect of the say-on-pay advisory vote on Proposal 2? Although the advisory say-on-pay vote on Proposal 2 is non-binding, our Board of Directors and the Compensation Committee will review the results of the vote and take them into account in making decisions concerning executive compensation and the frequency of such advisory votes. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 83 |
Questions and Answers About the Meeting and Voting What are my voting options with respect to each of the proposals? | | | | | Proposal | | Voting Options | | Impact of Vote | Proposal 1 | | For each nominee, you may vote “For” thanor “Against” or “Abstain”. | | “For” and “Against” votes will be cast accordingly. | | | | Proposal 2 | | For this proposal, you may vote “For”, “Against” or “Withhold” your vote. | | “For” votes will be cast accordingly. If you select “Withhold”, your vote will not be counted as a vote cast on this proposal. | | | | Proposal 3 | | For this proposal, you may vote “For” the appointment of the proposed auditors or “Withhold” your vote. | | “For” votes will be cast accordingly. If you select “Withhold”, your vote will not be counted as a vote cast on this proposal. | | | | Proposals 4-11 | | For this proposal, you may vote “For”, “Against” or “Withhold” your vote. | | “For” and “Against” votes will be cast accordingly. If you select “Withhold”, your vote will not be counted as a vote cast on this proposal. |
We have provided the option to vote “Abstain” on Proposal 1 and “Withhold”, as well as “For” or “Against” on Proposals 2 and 4-11 and, therefore, your “Withhold” vote for these matters will be the equivalent of an abstention and will not impact whether any of such proposals is approved. “Withhold” votes will be counted for purposes of determining a quorum. Will my securities be voted if I do not return my proxy or provide my voting instruction? No. If you do not attend and vote your common shares at the Meeting or vote by proxy, your shares will not be voted. If you are the holder of record of Partnership exchangeable units and do not provide your voting instructions to the Trustee, the Trustee will not exercise the voting rights in respect of your Partnership exchangeable units. However, a record holder of Partnership exchangeable units may instruct the Trustee to give a proxy to the holder or its designee entitling the holder or that designee to attend and vote at the Meeting so long as the holder takes the additional step to register the proxyholder with Computershare to attend online. See “Can I vote online at the Meeting?”. What if I provide my proxy or give my voting instruction without making any selections or if I vote or provide voting instructions on only some, but not all, of the proposals? If your proxy or voting instruction does not mark selections or marks some but not all proposals, then: | › | | Shareholders of Record – Common Shares. While this vote is advisoryYour shares will be voted by the persons named in the proxy (the “proxy holders”) in accordance with (i) your instructions, if any, and non-binding, our Board of Directors and Compensation Committee will review(ii) the voting results and consider shareholder concerns in their continuing evaluation of our compensation program. Recommendationrecommendations of the Board of Directors as set forth in this proxy statement for any proposals for which you did not vote.
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| › | | Beneficial Owners – Common Shares. As required under the Canada Business Corporations Act (“CBCA”), your vote will be counted for purposes of determining a quorum and for the proposal(s) on which you voted, but will be considered a “broker non-vote” with respect to the proposal(s) on which you did not vote. These broker non-votes will have no impact on any proposal, as the standard for each of our proposals is based on “votes cast.” |
| › | | Holders of Record and Beneficial Owners – Partnership Exchangeable Units. The Boardvotes in respect of Directors recommendsyour Partnership exchangeable units will be counted for purposes of determining a vote “FOR” adoptionquorum and for the proposal(s) for which you provided instructions but will not be considered a “vote cast” with respect to the proposal(s) for which you did not provide instructions. These non-votes will have no impact on any proposal, as the standard for each of the resolution approving the compensation of our named executive officers.proposals is based on “votes cast.” |
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Questions and Answers About the Meeting and Voting | | | Page 54| 2016 Proxy Statement | | What if other matters are presented for consideration at the Meeting? As of the date of this proxy statement, our management is not aware of any matters that will be presented for consideration at the Meeting other than those matters identified in the Notice of Meeting, nor does our management know of any amendments or variations of any of the matters identified in the Notice of Meeting. However, if any other matters properly come before the Meeting or any adjournment(s) or postponement(s) of the Meeting, or if any of the matters identified in the Notice of Meeting are amended or varied, and such new matter, amendment or variation calls for a vote of shareholders, validly completed proxies (including any proxies given at the instruction of a holder of Partnership exchangeable units) will be voted in respect of such new matter, amendment or variation in accordance with the judgment of the proxy holders pursuant to the discretionary authority conferred upon them by the enclosed form of proxy or voting instruction, as applicable. Can I vote online or in person at the Meeting? Common shares that are registered directly in your name may be voted online or in person at the Meeting. In addition, you have the right to appoint some other person of your choice, who need not be a shareholder, to attend and act on your behalf at the Meeting, either online or in person. To do so, insert the name of your chosen proxy in the space provided on the form of proxy. If you hold common shares in street name and you wish to vote those shares online at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds your shares to obtain the necessary proxy. After obtaining a proxy, you must register the proxyholder with Computershare for the proxyholder to attend the Meeting online or in person and vote. See “Attending the Virtual Meeting”. If you are a holder of record of Partnership exchangeable units, you may obtain from the Trustee a proxy that will entitle you (or another person designated by you) to attend the Meeting and personally exercise (as proxy of the Trustee) the votes attached to the special voting share that you would otherwise be entitled to instruct the Trustee to vote. If you hold Partnership exchangeable units in street name and you wish to vote those units at the Meeting (or have another person attend and vote on your behalf), you should contact the broker or nominee that holds those units and follow their instructions to obtain the necessary proxy. After obtaining a proxy, in order for the proxyholder to attend the Meeting online and vote you must register the proxyholder with Computershare. See “Attending the Virtual Meeting” below. Can I change my mind after I deliver my proxy or submit my voting instruction? Yes. If you are a shareholder of record of common shares, you may change your vote or revoke your proxy by: Restaurant Brands International
| › | | submitting a new proxy by telephone or via the Internet after the date of the earlier voted proxy at any time up to 11:59 p.m. (Eastern Time) on June 4, 2024, or by 8:00 a.m. on the last business day before the day of the Meeting if the Meeting is adjourned or postponed; |
| › | | delivering new written instructions to us at 130 King Street West, Suite 300, Toronto, Ontario Canada M5X 1E1, Attention: Corporate Secretary, or to our Transfer Agent at its address specified below, in each case at any time up to 11:59 p.m. (Eastern Time) on June 4, 2024, or by 8:00 a.m. on the last business day before the day of the Meeting if the Meeting is adjourned or postponed; or |
| › | | any other means permitted by law. |
Any written instructions must be executed by the shareholder or the shareholder’s authorized attorney or, if the shareholder is a corporation, under its corporate seal or by a duly authorized officer. If you hold your common shares in street name, and wish to change your vote or proxy nominee, you should consult your broker or nominee with respect to submitting new voting instructions. Intermediaries may set deadlines for the receipt of revocation notices that are further in advance of the Meeting than those set out above and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form. | | Restaurant Brands International | |
Proposal 32024 Proxy Statement
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Questions and Answers About the Meeting and Voting If you are a holder of record of Partnership exchangeable units, you may revoke or amend your voting instruction by: | › | | submitting a new voting instruction via the Internet after the date of your earlier submitted voting instruction at any time up to 11:59 p.m. (Eastern Time) on June 4, 2024, or by 8:00 a.m. on the last business day before the day of the Meeting if the Meeting is adjourned or postponed; or |
| › | | delivering new written instructions to the Trustee at its address specified below at any time up to 11:59 p.m. (Eastern Time) on June 4, 2024, or by 8:00 a.m. on the last business day before the day of the Meeting if the meeting is adjourned or postponed. |
If you hold your Partnership exchangeable units in street name, you should consult your broker or nominee with respect to revoking or amending your prior voting instructions. If you log in to the Meeting online using your Control Number and accept the terms and conditions, you will be revoking any and all previously submitted proxies and will be provided the opportunity to vote online by ballot. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you will be able to attend the Meeting as a guest. See “Attending the Virtual Meeting” below. What does it mean if I receive more than one Notice or proxy card? If you receive more than one Notice or proxy card it means that you have multiple accounts with brokers or other nominees or with the Transfer Agent, through which you hold common shares or Partnership exchangeable units. Please vote or provide voting instructions for all of the common shares or Partnership exchangeable units you own. We encourage you to register all of these securities in the same name and address. You may do this by contacting your broker or other nominee or the Transfer Agent. The Transfer Agent may be reached through the following methods: | | | By Mail: PROPOSAL 3 – APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTSComputershare Trust Company of Canada
100 University Ave, 8th Floor Toronto, Ontario, M5J 2Y1 | | By Telephone: (800) 564-6253 (toll free North America) (514) 982-7555 (international direct dial) | | | By Email: service@computershare.com | | By Internet: www.computershare.com/service |
ATTENDING THE MEETING How can I attend and vote at the Meeting? Registered shareholders and duly appointed proxyholders, including non-registered shareholders and holders of Partnership exchangeable units who have duly appointed themselves as proxyholder, can attend the Meeting in person at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1 (see “What do I need to bring to attend the Meeting in person?”below) or online at https://web.lumiagm.com/472358988. | • | | Registered shareholders and duly appointed proxyholders can participate in the Meeting online by clicking “I have a login” and entering a Username and Password before the start of the meeting. |
| • | | Registered shareholders—The 15-digit control number located on the form of proxy, the notice or in the email notification you received is the Username. The Password to the Meeting is “restaurants2024”. |
| • | | Duly appointed proxyholders – Computershare will provide the proxyholder with a Username after the voting deadline has passed. The Password to the Meeting is “restaurants2024”. |
| • | | Voting at the Meeting will only be available for Registered shareholders and duly appointed proxyholders. Beneficial shareholders and holders of Partnership exchangeable units who have not appointed themselves proxyholder may attend the Meeting online as a guest by clicking “I am a guest” and completing the online form. |
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Questions and Answers About the Meeting and Voting Shareholders who wish to appoint a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a shareholder has submitted their proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Username to participate in the Meeting online. To register a proxyholder, shareholders MUST visit http://www.computershare.com/ RBI for common shareholders and http://www.computershare.com/ RBILP for holders of Partnership exchangeable units by 11:59 p.m. on June 4, 2024 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with a Username via email. It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing a Username. You should allow ample time to check-in to the Meeting online. Online check-in will begin one hour prior to the Meeting on June 6, 2024, at 7:00 a.m. (Eastern time). The Meeting will begin promptly at 8:00 a.m. (Eastern time) on June 6, 2024, unless otherwise adjourned or postponed. You should allow ample time for the online check-in procedures. For any technical difficulties experienced during the check-in process or during the Meeting, please click the support button provided on the website. For best results attendees should use the latest version of their internet browser. How can I appoint a third party as my proxyholder? | • | | Registered shareholders who wish to appoint someone other than the named management proxyholders as their proxyholder to attend the Meeting as their proxy and vote their shares MUST submit their form of proxy appointing that person as proxyholder, AND, to attend the meeting online, register that proxyholder online, as described below. Registering your proxyholder is an additional step that must be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register your proxyholder will result in the proxyholder not receiving a Username, which is used as their online sign-in credentials and is required for them to vote online at the Meeting. If a third party is attending the Meeting in person, you DO NOT need to register their appointment as your proxyholder. |
| • | | Step 1 – Submit your form of proxy: To appoint someone as proxyholder other than the management proxyholders, insert that person’s name in the blank space provided in the form of proxy and follow the instructions for submitting such form of proxy. This must be completed before registering the proxyholder, which is an additional step to be completed once you have submitted your form of proxy that is necessary for the proxyholder to participate online. |
| • | | Step 2 – Register your proxyholder: To register a third-party proxyholder, registered shareholders must visit http://www.computershare.com/RBI by 11:59 p.m. (Eastern Time) on June 4, 2024 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to vote or ask questions at the online Meeting. They will only be able to attend the Meeting online as a guest or attend the Meeting in person. |
| • | | Registered holders of Partnership exchangeable units may obtain from the Trustee a proxy that will entitle you (or another person designated by you) to attend the Meeting, either virtually or in person, and personally exercise (as proxy of the Trustee) the votes attached to the special voting shares that you (as registered holder of Partnership exchangeable units) would otherwise be entitled to instruct the Trustee to vote on your behalf. To attend online, once a proxy is obtained from the Trustee, a registered holder of Partnership exchangeable units must then submit their completed form of proxy as instructed AND register any appointed proxyholder online. Registering your proxyholder is an additional step that must be completed AFTER you have submitted your proxy to the Trustee. Failure to register your proxyholder |
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Questions and Answers About the Meeting and Voting | will result in the proxyholder not receiving a Username, which is used as their online sign-in credentials and is required for them to vote at the online Meeting. If the proxyholder is attending the meeting in person, you DO NOT need to register the appointment. |
| • | | Step 1 – Submit your voting instruction form: To appoint someone (including yourself or a third-party) as proxyholder other than the management proxyholders, insert that person’s name in the blank space provided in the voting instruction form provided by the Trustee and then follow the instructions for submitting such voting instruction form. This must be completed before registering the proxyholder, which is an additional step to be completed once you have submitted your voting instruction form. |
| • | | Step 2 – Register your proxyholder: To register a proxyholder, registered holders of Partnership exchangeable units must visit http://www.computershare.com/RBILP by 11:59 p.m. (Eastern Time) on June 4, 2024 and provide Computershare with the required proxyholder contact information so that Computershare may provide the proxyholder with a Username via email. Without a Username, proxyholders will not be able to vote or ask questions at the Meeting. They will only be able to attend the Meeting online as a guest or attend in person. |
Holders of common shares or Partnership exchangeable units in street name and you wish to vote those securities in person or online at the Meeting (or have another person attend and vote on your behalf), must first obtain a valid legal proxy from your broker, bank or other nominee and then register in advance to attend the Meeting. Follow the instructions from your broker, bank or other nominee included with these proxy materials or contact your broker, bank, or other nominee. To then register to attend and vote at the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed by email to uslegalproxy@computershare.com or to: Computershare 100 University Avenue 8th Floor Toronto, Ontario M5J 2Y1. Requests for registration must be labeled as “Legal Proxy” and be received by Computershare no later than the voting deadline of 11:59 p.m. (Eastern Time) on June 4, 2024 or, if the Meeting is adjourned or postponed, by 8:00 a.m. (Eastern Time) on the last business day before the day of the reconvened Meeting. While the Chair of the Meeting has the discretion to accept proxies received after such deadline (or waive or extend the deadline), the Chair will not be able to extend or waive the proxy cut-off time for shareholders wishing to appoint another person to represent them at the Meeting virtually, including in respect of beneficial shareholders or holders of Partnership exchangeable units who wish to appoint themselves as proxyholder What do I need to bring to attend the Meeting in person? If you are a record holder or beneficial owner of common shares: | › | | You will need a valid picture identification. |
| › | | You will need proof of ownership of common shares. A recent brokerage statement or letter from a bank or broker is an example of proof of ownership. |
| › | | If you are a registered holder of common shares, your Notice or proxy card will be your admission ticket. |
| › | | If your common shares are held in the name of a bank, broker or other shareholder of record and you have obtained a legal proxy from the registered shareholder giving you the right to attend and vote at the Meeting, you will need the proxy to be admitted to the Meeting. |
If you are a registered holder or beneficial owner of Partnership exchangeable units: | › | | You will need a valid picture identification. |
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Questions and Answers About the Meeting and Voting | › | | If you have obtained a legal proxy from the Trustee giving you the right to attend and vote at the Meeting, you will need proof of ownership to be admitted to the Meeting. You should follow the instructions provided by the Trustee to obtain such proof of ownership. |
IF YOU DO NOT HAVE VALID PICTURE IDENTIFICATION AND PROOF THAT YOU OWN COMMON SHARES OR PARTNERSHIP EXCHANGEABLE UNITS OR ARE A LEGAL PROXYHOLDER, YOU MAY NOT BE ADMITTED INTO THE IN PERSON MEETING. MORE INFORMATION Where can I find voting results of the Meeting? In accordance with TSX rules, following the Meeting we will promptly issue a press release disclosing the detailed voting results for the election of each director. In addition, promptly following the Meeting, but not more than four business days thereafter, we will announce the results for the proposals voted upon at the Meeting and publish final detailed voting results for each matter voted upon in a report filed on www.sedarplus.ca and in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”). I am a holder of Partnership exchangeable units. Why am I receiving proxy solicitation materials that relate solely to RBI? RBI is the sole general partner of Partnership and manages all of Partnership’s operations and activities in accordance with the partnership agreement of Partnership. The Partnership exchangeable units are intended to provide voting rights with respect to RBI that are equivalent to the corresponding rights afforded to holders of common shares. In addition to making provision for these voting rights, the voting trust agreement requires that each record holder of Partnership exchangeable units be provided a copy of the notice of each meeting at which the holders of common shares are entitled to vote. Except as otherwise required by the partnership agreement, voting trust agreement or applicable law, the holders of the Partnership exchangeable units are not directly entitled to receive notice of or to attend any meeting of the unitholders of Partnership or to vote at any such meeting. Accordingly, you will not receive notice of, or an information circular or proxy in respect of, an annual meeting of Partnership. For more information, a summary of certain terms of the Partnership exchangeable units, including further details as to the voting rights associated with the Partnership exchangeable units, is included in Appendix A to this proxy statement. Who should I contact with other questions? If you have additional questions about this proxy statement or the Meeting, please contact Investor Relations by e-mail at investor@rbi.com. | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 89 |
Other Matters OTHER MATTERS Shareholder Proposals for the 2025 Annual Meeting RBI is subject to both the rules of the SEC under the Exchange Act and the provisions of the CBCA with respect to shareholder proposals. As indicated under the CBCA and in the rules of the SEC under the Exchange Act, simply submitting a shareholder proposal does not guarantee its inclusion in the proxy statement as compliance with applicable law is a prerequisite for inclusion. A shareholder proposal submitted pursuant to the rules of the SEC under the Exchange Act for inclusion in the proxy statement distributed to shareholders prior to the 2025 Annual Meeting (other than in respect of the nomination of directors) must be received by us no later than December 26, 2024 and must comply with the requirements of Rule 14a-8 of the Exchange Act. The CBCA permits certain eligible shareholders to submit shareholder proposals (including proposals in respect of director nominations) to RBI, which proposals may be included in RBI’s proxy materials. To be considered for inclusion in the proxy materials for the 2025 Annual Meeting, any such shareholder proposal under the CBCA must be received by us no earlier than January 7, 2025 and no later than March 8, 2025. Upon receipt of a proposal in compliance with the requirements of the CBCA and which has not been refused by RBI in accordance with the CBCA, RBI will set out such proposal in the proxy statement distributed to shareholders prior to the 2025 Annual Meeting. Written requests for inclusion of a shareholder proposal pursuant to the rules of the SEC under the Exchange Act or pursuant to the CBCA should be addressed to: Restaurant Brands International Inc., 130 King Street West, Suite 300, Toronto, Ontario, Canada M5X 1E1. The proposal should be sent to the attention of the Corporate Secretary. Nominations for directors not made in accordance with the shareholder proposal requirements of the CBCA will be considered by RBI’s NCG Committee in accordance with the requirements of our by-laws. In accordance with our by-laws, shareholder nominations for candidates for election as directors must be delivered to the Corporate Secretary no earlier than February 6, 2025 and no later than March 8, 2025, provided that in the event that the 2025 Annual Meeting is held on a date that is not within 30 days before or after the first anniversary of the date of the Meeting, notice must be delivered to the Corporate Secretary not later than the tenth day following the day on which the first public announcement of the date of the 2025 Annual Meeting is made. A notice providing a director nomination must include, among other things, (i) the name, age, business and residential address, principal occupation or employment, and country of residence of the person who the shareholder proposes to nominate, as well as the class or series and number of shares in our capital that person owns of record or beneficially or that person controls or directs and any other information regarding the nominee required to be disclosed in a proxy statement pursuant to applicable securities laws, and (ii) full particulars regarding any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which the nominating shareholder has a right to vote or direct the voting of any shares of RBI and any other information regarding the nominating shareholder required to be disclosed in a proxy statement pursuant to applicable securities laws. Shareholders should refer to Section 9 of our by-laws for more details relating to the requirements for such notice. In addition, to be included on RBI’s universal proxy card in connection with the 2025 Annual Meeting, the notice must also include the information required by the Rule 14a-19(b)(2) and Rule 14a-19(b)(3). Shareholders wishing to put forward a proposal or nominate a director for election should carefully review the relevant provisions of the Exchange Act, the CBCA, and our by-laws. The chair of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures. List of Shareholders Entitled to Vote at the Meeting The names of holders of record entitled to vote at the Meeting will be available at our corporate office prior to the Meeting. | | | | | | | Page 90 | | | | | 2024 Proxy Statement | | Restaurant Brands International |
Other Matters Expenses Relating to this Proxy Solicitation We will bear the cost of preparing, assembling, and delivering the proxy material and of reimbursing brokers, nominees, fiduciaries, and other custodians for out-of-pocket and clerical expenses of transmitting copies of the proxy material to the beneficial owners of our stock. We have retained Alliance Advisors, LLC for certain advisory and solicitation services at a fee of approximately $35,000. A few of our officers and employees may participate in the solicitation of proxies without additional compensation. Available Information We maintain an internet website at www.rbi.com. Copies of the committee charters of each of the Audit Committee, Compensation Committee, NCG Committee, and Conflicts Committee, together with certain other corporate governance materials, including our Code of Business Ethics and Conduct for Non-Restaurant Employees, Code of Ethics for Executive Officers and Code of Conduct for Directors, can be found under the “Investors—Corporate Governance” section of our website at www.rbi.com, and such information is also available in print to any shareholder who requests it through our Corporate Secretary at the address below. Our internet website and information contained therein or incorporated therein is not intended to be incorporated in this proxy statement. We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our annual report as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. Copies of these documents and this proxy statement may be obtained on SEDAR+ at www.sedarplus.ca or free of charge, through the “Investors—Investor Information” section of our website at www.rbi.com. A request for such copies should be directed to Restaurant Brands International Inc., 130 King Street West, Suite 300, Toronto, Ontario, Canada M5X 1E1, Attention: Corporate Secretary. A copy of any exhibit to the 2023 Form 10-K will be forwarded following receipt of a written request with respect thereto addressed to the Corporate Secretary. Financial information relating to RBI is included in the Audited Consolidated Financial Statements for the fiscal year ended December 31, 2023, and the Management’s Discussion & Analysis related thereto contained in RBI’s Annual Report on Form 10-K for the year ended December 31, 2022. Additional information relating to RBI may be found under RBI’s profile on SEDAR+ at www.sedarplus.ca and on the SEC’s website at www.sec.gov. We are using notice-and-access to deliver our report prepared pursuant to the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) for the financial year ended December 31, 2023 to both our registered and non-registered shareholders. Shareholders may view the report online on our website at www.rbi.com/sustainability. Shareholders may request a paper copy of such report be sent to them by postal delivery at no cost to them. Requests may be made up to one year from April 25, 2024 by sending an email to investor@rbi.com. U.S. Householding Some brokers, banks or other intermediaries may be participating in the practice of “householding” our proxy materials. This means that only one copy of the proxy statement and the annual report or the Notice, as applicable, may have been sent to multiple shareholders in the same household. We will promptly deliver separate copies, or one copy (if you currently receive separate copies), of either the proxy materials or the Notice, as applicable, to you if you request them. You can notify us by sending a written request to Restaurant Brands International Inc., 130 King Street West, Suite 300, Toronto, Ontario, Canada M5X 1E1, or by contacting our Transfer Agent at (800) 564-6253 (toll free North America) or (514) 982-7555 (international direct dial). | | | | | | | | Restaurant Brands International | | 2024 Proxy Statement | | | | | Page 91 |
Other Matters Approval by Directors The contents of this proxy statement and the delivery thereof to the shareholders have been approved by the Board of RBI. | By Order of the Board of Directors is directly responsible for the appointment, negotiating and setting the compensation, retention and oversight of RBI’s independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated. The Audit Committee has selected, and the Board has ratified the selection of, KPMG to audit our consolidated financial statements and to serve until the close of the 2017 Annual Meeting of Shareholders. KPMG served as the independent auditors of BKW from 2012 until December 12, 2014 and provided to BKW other audit-related and non-audit services. Since December 12, 2014, KPMG has served as our independent auditors and has provided other audit-related and non-audit services to us as shown below. In accordance with SEC rules and KPMG policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to RBI. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of RBI’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and with management.
The Audit Committee and the Board believe that the continued retention of KPMG as our independent registered public accounting firm is in the best interest of RBI and our shareholders, and we are asking our shareholders to vote on a proposal to appoint KPMG as our independent auditors to serve until the close of the 2017 Annual Meeting of Shareholders.
We expect one or more representatives of KPMG to be present at the Meeting. The representatives will have the opportunity to make a statement if they desire and will be available to respond to appropriate questions from shareholders.
The following table presents fees for professional services rendered by KPMG for the audit of our annual financial statements for 2015 and for the audit of RBI and BKW’s financial statements for 2014. In addition, the table presents fees billed for audit-related services, tax services (which includes tax compliance and tax consulting services) and all other services rendered by KPMG to RBI for 2015, to BKW from January 1 to December 12, 2014 and to RBI from December 12 to December 31, 2014. In 2014, we incurred significant tax consulting fees in connection with the Transactions that closed on December 12, 2014. In 2015, we implemented a series of post-closing transactions that resulted in changes to our legal and capital structure. In connection with these transactions, we incurred significant one-time tax consulting fees which we do not expect to recur during 2016. Of the tax consulting fees incurred in 2015 and 2014, $6,530,000 and $8,175,000, respectively, were for services relating to these transactions.
| | | | | | | | | | | | 2015 | | | 2014 | | | | | Services to RBI
($ in thousands) | | | Services to RBI and BKW
($ in thousands) | | Audit fees(1) | | $ | 7,377 | | | $ | 4,306 | | Audit-related fees(2) | | | 695 | | | | 567 | | Tax fees | | | | | | | | | Tax compliance fees(3) | | | 981 | | | | — | | Tax consulting fees(4) | | | 8,508 | | | | 8,175 | | | | | | | | | | | Total tax fees | | $ | 9,489 | | | $ | 8,175 | | All other fees(5) | | | — | | | | 2,822 | | | | | | | | | | | Total fees | | $ | 17,561 | | | $ | 15,870 | | | | | | | | | | |
| | Jill Granat General Counsel & Corporate Secretary April 25, 2024 | Page 55| 2016 Proxy Statement | | |
Restaurant Brands International
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Proposal 3Page 92
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Appendix A APPENDIX A (1) | Audit fees primarily consist of fees for the audit of the consolidated financial statements and the review of the interim condensed quarterly consolidated financial statements. This category also includes fees for statutory audits required by the tax authorities of various countries and accounting consultations.SUMMARY OF TERMS OF THE SECURITIES OF RBI AND PARTNERSHIP As discussed above, each of RBI and Restaurant Brands International Limited Partnership (“Partnership”) is a reporting issuer in each of the provinces and territories of Canada and, as a result, is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. Partnership has received exemptive relief dated October 31, 2014 from the Canadian securities regulators. This exemptive relief exempts Partnership from the continuous disclosure requirements of National Instrument 51-102 – Continuous Disclosure Obligations, effectively allowing Partnership to satisfy its Canadian continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by RBI, for so long as certain conditions are satisfied. Among these conditions is a requirement that Partnership concurrently send to all holders of the Partnership exchangeable units all disclosure materials that RBI sends to its shareholders and a requirement that Partnership separately report all material changes in respect of Partnership that are not also material changes in respect of RBI. This exemptive relief is also conditioned upon RBI including certain disclosures in its proxy solicitation materials. These disclosures are included throughout this proxy statement, including in this Appendix A. The following summary addresses certain disclosure conditions to the exemptive relief that the Partnership received from the Canadian securities regulatory authorities. This summary is not complete and is qualified in its entirety by the complete text of the Amended and Restated Limited Partnership Agreement, dated December 11, 2014, between RBI, 8997896 Canada Inc. and each person who is admitted as a Limited Partner in accordance with the terms of the agreement (the “partnership agreement”), the Voting Trust Agreement (the “voting trust agreement”), dated December 12, 2014, between RBI, the Partnership and Computershare Trust Company of Canada (the “trustee”), and RBI’s Articles of Incorporation, as amended, copies of which are available on SEDAR+ at www.sedarplus.ca and at www.sec.gov. RBI hereby gives notice to all limited partners of the partnership that its address for the purpose of service has changed to 130 King Street West, Suite 300, Toronto, Ontario, Canada M5X 1E1. The Partnership Management: The General Partner RBI is the sole general partner of Partnership (the “General Partner”) and manages all of Partnership’s operations and activities in accordance with the partnership agreement. Subject to the terms of the partnership agreement and the Ontario Limited Partnerships Act, the General Partner has the full and exclusive right, power, and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership. The partnership agreement provides that, where the General Partner is granted discretion under the partnership agreement in managing Partnership’s operations and activities, the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of, or factors affecting, Partnership, and will not be subject to any other standards imposed by the partnership agreement, any other agreement, the Ontario Limited Partnerships Act or any other law. Despite the foregoing, the General Partner will only be able to take certain actions (as set forth in the partnership agreement) if the same are approved, consented to, or directed by the Conflicts Committee. Capital Structure of Partnership The capital of Partnership consists of three classes of units: the common units, the preferred units, and the Partnership exchangeable units. The interest of General Partner is represented by common units and preferred units. The interests of the limited partners are represented by the Partnership exchangeable units. (2) | Audit-related fees are primarily the fees for financial statement audits of marketing funds and accounting consultations related to the evaluation of certain transactions. This category included $433,000 of fees for 2015 associated with consents to our registration statements and prospectuses and review of our pro forma financial statements in connection with a secondary equity offering. |
(3) | Tax compliance fees primarily consist of fees for tax compliance services. |
(4) | Tax consulting fees primarily consist of fees for tax planning and advice, including for the activities described above. |
(5) | All other fees are fees for services other than those in the above categories. |
BKW adopted a written charter, pursuant to which its audit committee was required to pre-approve all audit services and permitted non-audit services to be performed by its independent registered public accounting firm. Consistent with the policies and procedures of its written charter, BKW’s audit committee approved all of the services rendered by KPMG during fiscal year 2014, which services ended on December 12, 2014.
Pursuant to our written charter, our Audit Committee pre-approves all audit services and permitted non-audit services to be performed by our independent registered public accounting firm. Consistent with the policies and procedures of our written charter, our Audit Committee approved all of the services rendered by KPMG from December 12, 2014 until December 31, 2015. The Audit Committee has adopted a pre-approval policy under which the Committee delegated to its chairman the authority to approve services of up to $500,000 per engagement, subject to approval and ratification by the full Committee at its next scheduled meeting.
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Proposal 3
The Partnership Exchangeable Units Summary of Economic and Voting Rights The Partnership exchangeable units are intended to provide economic rights that are substantially equivalent, and voting rights with respect to RBI that are equivalent, to the corresponding rights afforded to holders of our common shares. Under the terms of the partnership agreement, the rights, privileges, restrictions, and conditions attaching to the Partnership exchangeable units include the following: AUDIT COMMITTEE REPORT
| › | The Audit Committee oversees the accounting and financial reporting processes of RBI on behalf of the Board of Directors. Management has primary responsibility for RBI’s financial statements, financial reporting process and internal controls over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of RBI’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and evaluating the effectiveness of internal controls and issuing reports thereon. The Audit Committee’s responsibility is to select the independent auditors and monitor and oversee the accounting and financial reporting processes of RBI, including RBI’s internal controls over financial reporting, and the audits of the financial statements of RBI. During the course of 2015 and the first quarter of 2016, the Audit Committee regularly met and held discussions with management and KPMG, the independent registered public accounting firm. In the discussions related to RBI’s audited consolidated financial statements for fiscal 2015, management represented to the Audit Committee that such consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee reviewed and discussed with management and KPMG the audited consolidated financial statements, management’s annual report on internal control over financial reporting and the results of KPMG’s testing and the evaluation of RBI’s internal control over financial reporting.
In fulfilling its responsibilities, the Audit Committee discussed with KPMG those matters required to be discussed by the independent auditors with the Audit Committee under Public Company Accounting Oversight Board Auditing Standard No. 16 (Communications with Audit Committees), as modified or supplemented. In addition, the Audit Committee received from the independent auditors the written disclosures and the letter from KPMG required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with KPMG the firm’s independence. In connection with this discussion, the Audit Committee also considered whether the provision of specific non-audit services by the independent auditor is compatible with maintaining its independence and believes that the services provided by KPMG for 2015 were compatible with, and did not impair, its independence.
Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our annual report on Form 10-K for fiscal year 2015 for filing with the SEC.
This report has been furnished by the members of the Audit Committee:
Paul J. Fribourg, Chair
Martin E. Franklin
Thomas V. Milroy
Alan Parker
April 19, 2016
Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Audit Committee Report and the Compensation Committee Report above shall not be incorporated by reference into this proxy statement.
Recommendation of the Board of Directors
The Board of Directors recommends a vote “FOR” the appointment of KPMG as our independent registered public accountants to serve until the close of the 2017 Annual Meeting of Shareholders.
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Proposal 4
PROPOSAL 4 – AMENDMENTS TO THE 2014 OMNIBUS INCENTIVE PLAN THAT WOULD PERMIT COMMON SHARES NOT USED TO SETTLE AWARDS UNDER PRIOR PLANS TO BE USED UNDER THE 2014 OMNIBUS INCENTIVE PLAN
Overview
Attracting, retaining and motivating specialized talent is critical to achieving our strategic and operating goals, including our goal to increase shareholder value. Equity-based and performance-based compensation issued pursuant to our 2014 Omnibus PlanPartnership exchangeable units are key components of our compensation package. We believe that the ability to grant these types of awards allows us to remain competitive in the marketplace and enables us to link executive compensation to performance as well as attract, retain and motivate high-caliber talent dedicated to our long-term growth and success.
Amendments to the 2014 Omnibus Plan
At the Meeting, shareholders will be asked to approve and ratify amendments to our 2014 Omnibus Plan. According to the current terms of the 2014 Omnibus Plan, a maximum of 15 million common shares are available for issuance under the 2014 Omnibus Plan. The proposed amendments would allow the maximum number of common shares to be increased to 15 million plus any common shares that are not used to settle awards issued under the Prior Plans (as defined below).
Such common share increases would not apply with respect to options that are cancelled as a result of the exercise of a related tandem SAR that was issued pursuant to a Tim Hortons Legacy Plan (as defined below).
There are currently 18,769,078 common shares subject to awards issued under the Prior Plans. If none of these awards was settled with shares or through the exercise of a related tandem SAR, then a total of 33,769,078 common shares would be available for issuance under the 2014 Omnibus Plan.
Given that any adjustments pursuant to the proposed amendment will be on a share-for-share basis, when viewed holistically, the total number of shares issuable in aggregate under the 2014 Omnibus Plan and the Prior Plans would not be affected by such adjustments.
The proposed amendments also clarify the authority of the Compensation Committee to provide dividend equivalent rights for purposes of performance awards granted under the 2014 Omnibus Plan.
The full text of the 2014 Omnibus Plan as proposed to be amended and restated is included as Appendix B to this proxy statement. A description of the 2014 Omnibus Plan may be found below under the heading “– Summary of the 2014 Omnibus Incentive Plan.” A description of the Prior Plans is included as Appendix D to this proxy statement.
We are seeking shareholder approval and ratification of the amendments to the 2014 Omnibus Plan in order to comply with NYSE and TSX rules requiring shareholder approval of amendments to equity compensation plans. The amendment and restatement of the 2014 Omnibus Plan has been accepted for filing by the TSX subject to approval at the Meeting as contemplated herein. The amended 2014 Omnibus Plan will become effective only at the time of approval of the resolution at the Meeting.
The Board of Directors is asking shareholders to cast a vote indicating their approval of the amendments to the 2014 Omnibus Plan by voting FOR the following resolution:
“RESOLVED, that (i) the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan as set forth in Appendix B to the management information and proxy statement of Restaurant Brands International Inc. dated
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April 29, 2016 be approved and ratified, and (ii) any one director or officer of the Corporation be and is hereby authorized to do such things and to sign, execute and deliver all documents that such directors and officers may, in his or her discretion, determine to be necessary in order to give full effect to the intent and purpose of this resolution.”
Summary of the 2014 Omnibus Plan
The following is a summary of the 2014 Omnibus Plan, as amended.
The purpose of the 2014 Omnibus Plan
The purpose of the 2014 Omnibus Plan is to attract, retain and reward those employees, directors and other individuals who are expected to contribute significantly to our success, to incentivize such individuals to perform at the highest level, to strengthen the mutuality of interests between such individuals and our shareholders and, in general, to further the best interests of RBI and our shareholders.
Types of awards
The 2014 Omnibus Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance awards, other stock-based awards, cash-based awards and equity interests.
Plan administration
The 2014 Omnibus Plan is administered by the Compensation Committee of the Board (the “Committee”) or such other committee the Board designates to administer the plan. Subject to the terms of the 2014 Omnibus Plan and applicable law, and the rules of the TSX, the Committee (or its delegate) has the power and authority to, among other things, designate participants and determine the types of awards to be granted, number of shares to be covered and the terms and conditions of those awards. It also has the authority to interpret and administer the 2014 Omnibus Plan and any instrument or agreement relating to the 2014 Omnibus Plan and to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the 2014 Omnibus Plan. RBI does not provide financial assistance to facilitate the purchase of common shares or the exercise of stock options.
Shares available for awards
With respect to stock appreciation rights settled in shares, upon settlement, only the number of shares delivered to a participant will count against the aggregate and individual share limitations. If any option, stock appreciation right or other stock-based awards granted under the 2014 Omnibus Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares underlying any unexercised award will again be available for the purpose of awards under the 2014 Omnibus Plan. If any shares of restricted stock, performance awards or other stock-based awards denominated in shares awarded under the 2014 Omnibus Plan to a participant are forfeited for any reason, the number of forfeited shares of restricted stock, performance awards or other stock-based awards denominated in shares will again be available for purposes of awards under the 2014 Omnibus Plan. If the amendments to the 2014 Omnibus Plan are approved, then any common shares that are not used to settle awards issued under Prior Plans will become available for purposes of awards under the 2014 Omnibus Plan.
To the extent required by Section 162(m) for awards under the 2014 Omnibus Plan to qualify as “performance-based compensation,” the following individual participant limitations will apply:
| (i) | The maximum number of shares subject to any award for which the grant of such award is subject to the attainment of performance goals will be 2,000,000 shares per type of award provided that the maximum number of shares for all types of awards granted to any participant is 2,000,000 shares during any fiscal year. If a stock appreciation right is granted in tandem with an option, it will apply against the participant’s individual share limitations for both stock appreciation rights and options; |
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| (ii) | There are no annual individual share limitations applicable to awards for which the grant, vesting or payment is not subject to the attainment of performance goals; |
| (iii) | The maximum number of shares subject to any performance award which may granted under the 2014 Omnibus Plan to any participant in any fiscal year is 2,000,000 shares; and |
| (iv) | The maximum value of a cash payment made under a performance award which may be granted to any participant in any fiscal year is $10,000,000. |
Eligible participants
Any director, employee or consultant of RBI, its subsidiaries or any of its affiliates is eligible to participate in the 2014 Omnibus Plan. As of the date of this proxy statement, there are approximately 1,281 employees of RBI, its subsidiaries and affiliates and 10 non-employee directors of RBI who are eligible to participate in the 2014 Omnibus Plan. However, only eligible employees of RBI and its subsidiaries are eligible to be granted incentive stock options under the 2014 Omnibus Plan. Eligibility for the grant of awards and actual participation in the 2014 Omnibus Plan is determined by the Committee in its sole discretion.
Description of Awards
Options
Subject to the provisions of the 2014 Omnibus Plan, the Committee is permitted to grant stock options under the 2014 Omnibus Plan. The exercise price per share and terms of each option will be determined by the Committee; provided, however, that the exercise price will not be less than the fair market value of a share on the date that the option is granted. Under the 2014 Omnibus Plan, the fair market value of a share is equal to the last sales price of a common share reported on the TSX (for Canadian participants) or the NYSE (for all participants who are not Canadian participants) on the trading day immediately prior to the grant date. An option will be exercisable only in accordance with the terms and conditions established by the Committee in the award agreement. The Committee fixes the vesting terms it deems appropriate when granting options. In addition, the Committee may, in its discretion, provide that an option may become vested and exercisable in whole or in part, in installments, cumulative or otherwise, for any period of time specified by the Committee and reflected in an award agreement. Under our current form of option award agreement, an optionee has 90 days to exercise his or her vested options after termination of employment without cause, and one year to exercise after retirement, death or disability. Any unvested options will be forfeited upon termination of employment for any reason. The maximum term of an option is ten years. The Committee will fix the term of each option, not to exceed ten years.
For Canadian participants, if the term of an option would otherwise expire during or within 10 business days of the expiration of a blackout period, the term of the option will be extended to the close of business of the tenth business day following the expiration of the blackout period.
Stock appreciation rights
Subject to the provisions of the Omnibus Plan, the Committee is permitted to grant stock appreciation rights (“SARs”) under the 2014 Omnibus Plan. SARs may be granted to participants either alone (“freestanding”) or in addition to other awards granted under the 2014 Omnibus Plan (“tandem”). Except under certain circumstances described in the 2014 Omnibus Plan, a freestanding SAR will not have a term of greater than ten years. In the case of any tandem SAR related to an option, the SAR will not be exercisable until the related option is exercisable and will terminate, and no longer be exercisable, upon the termination or exercise of the related option. Unless it is a substitute award, a freestanding SAR will not have a grant price less than the fair market value of the share on the date of grant.
Restricted stock and restricted stock units
Subject to the provisions of the 2014 Omnibus Plan, the Committee is permitted to grant awards of restricted stock and RSUs under the 2014 Omnibus Plan. Shares of restricted stock and RSUs will be subject to any
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restrictions that the Committee may impose, including any limitation on the right to vote a share of restricted stock or the right to receive any dividend or dividend equivalent. If deemed necessary, the Committee may require that, as a condition of any grant of restricted stock, the participant will deliver a signed stock power or other instruments of assignment, which would permit transfer to RBI of all or a portion of the shares subject to the RSU in the event that the award is forfeited.
Deferred stock
Under the 2014 Omnibus Plan, the Committee is permitted to grant deferred stock to participants, subject to the conditions that deferred stock will be settled upon expiration of the deferral period specified for an award by the Committee. In addition, deferred stock will be subject to any restrictions on transferability, risk of forfeiture and other restrictions that the Committee may impose and, the Committee, in its discretion, may award dividend equivalents with respect to awards of deferred stock.
Performance awards
The Committee may grant a performance award to a participant payable upon the attainment of specific performance goals. The Committee may grant performance awards that are intended to qualify as “performance-based compensation” under Section 162(m), as well as performance awards that are not intended to qualify. If the performance award is payable in shares of restricted stock, then the shares will be transferable to the participant only upon attainment of the relevant performance goal.
Other awards
The Committee is authorized to grant to participants other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence the value of shares. The Committee will determine the terms and conditions of such awards.
The Committee is also permitted to grant cash-based awards to participants. In its discretion, the Committee will determine the number of cash-based awards to grant to a participant, the duration of the period during which, and any conditions under which, the cash incentive awards will be eligible to vest or will be forfeited, and any other terms and conditions applicable.
The Committee is also permitted to grant equity interests in any entity with respect to which RBI holds, directly or indirectly, a controlling interest, whether such entity is a corporation, partnership or other entity.
Termination of employment
The Committee may provide, by rule or regulation or in any award agreement, or may determine in any individual case, the circumstances in which awards shall be exercised, vested, paid or forfeited in the event a participant ceases to provide service to the RBI or any affiliate prior to the end of a performance period or exercise or settlement of such award.
Change in control
Unless otherwise provided in an award agreement, in the event of a change in control (as defined in the 2014 Omnibus Plan) a participant’s unvested award will be treated in accordance with one of the following methods as determined by the Committee:
| (a) | awards, whether or not vested, will be continued, assumed or have new rights substituted as determined by the Committee; |
| (b) | the Committee, in its sole discretion, may provide for the purchase of any awards by RBI or an affiliate for an amount of cash equal to the excess of the change in control price of the shares covered by such awards, over the aggregate exercise price of such awards; or |
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| (c) | if and to the extent that the approach chosen by the Committee results in an acceleration or potential acceleration of the exercise, vesting or settlement of an award, the Committee may impose such conditions upon the exercise, vesting or settlement of such award as it determines. |
Term of the 2014 Omnibus Plan
No award will be granted under the 2014 Omnibus Plan after ten years from the original effective date for the Omnibus Plan. However, unless otherwise expressly provided in the 2014 Omnibus Plan or in an award agreement, any award granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate the award, or to waive any conditions or rights under the award, and the authority of the Board to amend the 2014 Omnibus Plan, will extend beyond such date.
Assignability
Awards granted under the 2014 Omnibus Plan may not be sold, pledged or otherwise transferred, other than following the death of a participant by will or the laws of descent. A participant’s beneficiary or estate may exercise vested Options during the applicable exercise period following the death of the participant, subject to the same conditions that would have applied to exercise by the participant.
Amendment
The Board of Directors of RBI may amend, suspend or terminate the 2014 Omnibus Plan and any outstanding Awards granted under the 2014 Omnibus Plan, in whole or in part,exchangeable at any time, provided that all material amendments toat the 2014 Omnibus Plan require the prior approvaloption of the shareholders and must comply with the rulesholder (the “exchange right”), on a one-for-one basis for common shares of the TSX. Examples of the types of amendments that the Board is entitled to make without shareholder approval include, without limitation, the following: (i) ensuring continuing compliance with applicable law, the rules of the TSX or other applicable stock exchange rules and regulations or accounting or tax rules and regulations; (ii) minor changes of a “housekeeping” nature; (iii) changing the vesting provision of the 2014 Omnibus Plan or any Award,RBI (the “exchanged shares”), subject to certain limitations; (iv) waiving any conditions or rights under any award, subjectour right as the general partner (subject to certain limitations, (v) changing the termination provisions of any award that does not entail an extension beyond the original expiration date thereof; (vi) adding a cashless exercise feature, payable in securities, where such feature provides for a full deduction of the number of underlying shares from the Plan reserve, and any amendment to a cashless exercise provision; (vii) adding a form of financial assistance and any amendment to a financial assistance provision which is adopted; (viii) changing the process by which a participant who wishes to exercise his or her award can do so; and (ix) delegating any and all of the powers of the Committee to administer the 2014 Omnibus Plan to officers of RBI.
No amendment to the 2014 Omnibus Plan requiring the approval of the shareholdersConflicts Committee in certain circumstances) to determine to settle any such exchange for a cash payment in lieu of RBI under any applicable securities laws or requirements will become effective until such approval is obtained. In addition,our common shares. If we elect to make a cash payment in lieu of issuing common shares, the approvalamount of the holders of a majoritycash payment will be the weighted average trading price of the common shares present and voting in person or by proxy at a meetingon the NYSE for the 20 consecutive trading days ending on the last business day prior to the exchange date (the “exchangeable units cash amount”). Written notice of shareholdersthe determination of the form of consideration shall be required for, among other things, an increase in the maximum number of common shares that may be made the subject of awards under the 2014 Omnibus Plan, any adjustment (other than in connection with a stock dividend, recapitalization or other transaction where an adjustment is permitted or required under the 2014 Omnibus Plan) an amendment that reduces or would have the effect of reducing the exercise price of an option or SAR previously granted under the 2014 Omnibus Plan or an extension to the term or an outstanding option or SAR beyond the expiry date thereof. Furthermore, except as otherwise permitted under the 2014 Omnibus Plan, no change to an outstanding award that will adversely impair the rights of a participant may be made without the consent of the participant except to the extent that such change is required to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations.
Section 162(m)
Section 162(m) currently provides that if, in any year, the compensation that is paid to the Chief Executive Officer or to any of the three other most highly compensated executive officers (currently excluding the Chief Financial Officer) exceeds $1,000,000 per person, any amounts that exceed the $1,000,000 threshold will not be deductible
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by RBI for U.S. federal income tax purposes, unless the compensation qualifies for an exception to Section 162(m). Certain performance-based awards under plans approved by shareholders are not subject to the deduction limit. Options and SARs that will be awarded under the 2014 Omnibus Plan are intended to be eligible for this performance-based exception.
Sections 409A and 457A
Sections 409A and 457A of the Code impose restrictions on nonqualified deferred compensation. Failure to satisfy these rules will result in accelerated taxation, an additional taxgiven to the holder of the amount equal to 20% ofPartnership exchangeable units exercising the deferred amount, and a possible interest charge. Stock options granted with an exercise price that is not lessexchange right no later than the fair market value of the underlying shares on the date of grant will not give rise to “deferred compensation” for this purpose unless they involve additional deferral features. Stock options that will be awarded under the 2014 Omnibus Plan are intended to be eligible for this exception. In addition, it is intended that the provisions of the 2014 Omnibus Plan comply with Sections 409A and 457A of the Code, and all provisions of the 2014 Omnibus Plan will be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under these rules.
Insider Participation Limit
The number of shares that may be issued under all of RBI’s security-based compensation plans to directors and senior officers of RBI or its subsidiaries, 10% shareholders of RBI, and associates and affiliates of such persons may not exceed 10% of RBI’s issued and outstanding common shares at any time or within a one-year period.
U.S. Federal Income Tax Consequences
The United States federal income tax consequences of the issuance and/or exercise of option awards under the 2014 Omnibus Plan is as follows.
Incentive Stock Options
An incentive stock option results in no taxable incometen business days prior to the optioneeexchange date.
|
| › | If a dividend or a deduction to RBI at the time itdistribution has been declared and is granted or exercised. However, upon exercise, the excess of the fair market value of the shares acquired over the option exercise price is an item of adjustmentpayable in computing the alternative minimum taxable income of the optionee, if applicable. If the optionee holds the shares received as a result of an exercise of an incentive stock option for the later of two years from the date of the grant or one year from the date of exercise, then the gain realized on disposition of the shares is treated as a long-term capital gain. If the shares are disposed of during this period, however (i.e., a “disqualifying disposition”), then the optionee will include into income, as compensation for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option exercise price (or, if less, the excess of the amount realized upon disposition of the shares over the option exercise price). Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the optionee. In the eventrespect of a disqualifying disposition, RBI common share, Partnership will be entitled tomake a deduction,distribution in the yearrespect of such a disposition,each Partnership exchangeable unit in an amount equal to the amount includibledividend or distribution in respect of a common share. The record date and payment date for distributions on the Partnership exchangeable units will be the same as the relevant record date and payment date for the dividends or distributions on our common shares. |
| › | If we issue any common shares in the optionee’s income as compensation. The optionee’s tax basis in the shares acquired upon exercise of an incentive stock option is equal to the option price paid, plus any amount includible in his or her income as a resultform of a disqualifying disposition. Non-Qualified Stock Options
A non-qualified stock option resultsdividend or distribution on the RBI common shares, Partnership will issue to each holder of Partnership exchangeable units, in no taxable income to the optionee or deduction to RBI at the time it is granted. An optionee exercising a non-qualified stock option will, at that time, realize taxable compensation in the amount equal to the excessrespect of the then fair market value of the shares over the option exercise price. Subject to the applicable provisions of the Code, RBI will be entitled to a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable compensation realizedeach exchangeable unit held by the optionee. The optionee’s tax basis in shares received upon exercise is equal to the sum of the option exercise price plus the amount includible in his or her income as compensation upon exercise.
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Any gain (or loss) upon subsequent disposition of the shares will be a long or short-term capital gain to the optionee (or loss), depending upon the holding period of the shares. If a non-qualified option is exercised by tendering previously owned shares in payment of the option price, then, instead of the treatment described above, the following will apply:such holder, a number of new sharesPartnership exchangeable units equal to the number of previously ownedcommon shares tendered will be considered to have been receivedissued in a tax-free exchange; the optionee’s basis and holding period for such numberrespect of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The optionee will have compensation income equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; the optionee’s basis in such excess shares will be equal to the amount of such compensation income, and the holding period in such shares will begin on the date of exercise.each common share.
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| › | New Plan Benefits
The benefits that will be awardedIf we issue or paid under the 2014 Omnibus Plan as proposed to be amended and restated cannot currently be determined. Awards granted under the 2014 Omnibus Plan are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awardsdistribute rights, options, or who might receive them. As of April 15, 2016, the closing price of a common sharewarrants or other securities or assets of RBI on the NYSE was $40.04 and the closing price of a common share of RBI on the TSX was C$51.39.
Existing Plan Benefits
The following table summarizes the number of common shares subject to options granted by RBI under the 2014 Omnibus Plan since the consummation of the Transactions in December 2014 through April 1, 2016.
| | | | | Name and Position
| | Options(1) | | Daniel S. Schwartz
Chief Executive Officer and Director
| | | 666,153 | | Joshua Kobza
Chief Financial Officer
| | | 335,494 | | José Cil
President, BK brand
| | | 327,634 | | Elias Dias Sesé
President, TH brand
| | | 342,476 | | Heitor Gonçalves
Chief Information, People and Performance Officer
| | | 282,418 | | Executive Group
| | | 2,200,512 | | Non-Executive Director Group
| | | 41,409 | | Non-Executive Officer Employee Group
| | | 4,268,093 | |
(1) | The options reported in this column include discretionary option grants to certain employees of RBI, including Messrs. Schwartz, Kobza, Cil, Diaz Sesé and Gonçalves, as well as matching options to employees who participated in the Bonus Swap Program. For more information about the Bonus Matching Options issued in connection with the 2014 Bonus Swap Program, see the CD&A section above under the heading “2014 Bonus Swap Program.” For more information regarding the discretionary option grants, see the CD&A section above under the heading “Discretionary Equity Grants.” |
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Prior Plans and Equity Compensation Plan Information
Below is a summary description of the incentive plans of BKW and Tim Hortons that existed prior to December 12, 2014 at which time the obligations for outstanding awards under each incentive plan were assumed by RBI.
BKW
All stock options and RSUs under Burger King Holdings, Inc.’s 2011 Omnibus Incentive Plan (the “2011 Omnibus Plan”) outstanding on June 20, 2012 were assumed by BKW and converted into stock options to acquire common stock and RSUs of BKW, and BKW assumedall or substantially all of the obligations of Burger King Worldwide Holdings, Inc. under the 2011 Omnibus Plan. On February 14, 2013, the board of directors of BKW unanimously approved the Burger King Worldwide, Inc. Amended and Restated 2012 Omnibus Plan (the “2012 Omnibus Plan”), and the 2012 Omnibus Plan was approved by BKW stockholders at the annual meeting of stockholders held on May 15, 2013. All of the option awards issued during 2014 to the NEOs were granted under the 2012 Omnibus Plan. In connection with the Transactions, RBI assumed the obligations of BKW under the 2011 Omnibus Plan and 2012 Omnibus Plan (together, the “BKW Legacy Plans”) and for all equity awards outstanding under the BKW Legacy Plans. The BKW Legacy Plans were adopted by RBI effective on December 11, 2014 and amended to the extent necessary to reflect such assumption and to comply with TSX requirements.
Tim Hortons
Tim Hortons 2006 Stock Incentive Plan (the “2006 Plan”) and 2012 Stock Incentive Plan (the “2012 Plan” and together with the 2006 Plan, the “Tim Hortons Legacy Plans”) were designed to allow for a broad range of equity-based compensation awards in the form of RSUs, stock options, SARs, dividend equivalent rights, performance awards and share awards. The 2012 Plan was approved by Tim Hortons shareholders at its annual and special meeting of shareholders held on May 10, 2012. The 2012 Plan was adopted as a result of the substantial completion of the 2006 Plan, under which no further awards were granted. Outstanding awards granted under the 2006 Plan will continue to be settled using shares registered under the 2006 Plan. Tim Hortons provided compensation to certain employees under the 2006 Plan and, subsequent to May 10, 2012, the 2012 Plan, in the form of RSUs and stock options with tandem SARs. In connection with the Transactions, RBI assumed the obligations of Tim Hortons under the Tim Hortons Legacy Plans and for each vested and unvested Tim Hortons stock option with tandem SARs that was not surrendered in connection with the Transactions on the same terms and conditions as the original awards, adjusted by an exchange ratio of 2.41. The Tim Hortons Legacy Plans were adopted by RBI effective on December 11, 2014 and amended to the extent necessary to reflect such assumption and to comply with TSX requirements.
The BKW Legacy Plans and Tim Hortons Legacy Plans (together, the “Prior Plans”) have been frozen, and all equity awards issued since the consummation of the Transactions have been issued under the 2014 Omnibus Plan.
The total number of RBI common shares that can be issued from treasury under the Prior Plans and the 2014 Omnibus Plan is as follows:
the 2011 Omnibus Plan pursuant to which 11,940,911 common shares are issuable, representing 5.1% of the issued and outstanding shares of RBI as of March 31, 2016 (2.6% on a fully exchanged basis, assuming that 100% of the outstanding Partnership units are exchanged for RBI common shares);
the 2012 Omnibus Plan pursuant to which 6,026,044 common shares are issuable, representing 2.6% of the issued and outstanding shares of RBI as of March 31, 2016 (1.3% on a fully exchanged basis);
the 2006 Plan pursuant to which 27,538 common shares are issuable, representing 0.01% of the issued and outstanding shares of RBI as of March 31, 2016 (0.006% on a fully exchanged basis);
the 2012 Plan pursuant to which 774,585 common shares are issuable, representing 0.33% of the issued and outstanding shares of RBI as of March 31, 2016 (0.17% on a fully exchanged basis); and
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the 2014 Omnibus Plan pursuant to which 8,848,635 common shares are issuable, representing 3.8% of the issued and outstanding shares of RBI as of March 31, 2016 (1.9% on a fully exchanged basis).
Accordingly, an aggregate of 27,617,713 common shares are currently issuable under all security based compensation arrangements, representing 11.85% of the issued and outstanding shares of RBI as of the Record Date (6.0% on a fully exchanged basis).
The total number of equity awards outstanding which will result in common shares being issued and the percentage such common shares represent of RBI’s currently outstanding capital for the Prior Plans and the 2014 Omnibus Plan are as follows:
the 2011 Omnibus Plan pursuant to which 84 option awards (with 11,814,509 options under grant) and 3 restricted stock unit awards (with 126,402 RSUs under grant) are outstanding, representing 5.1% and 0.05% of the issued and outstanding common shares of RBI as of March 31, 2016 (2.7% and 0.03%on a fully exchanged basis);
the 2012 Omnibus Plan pursuant to which 280 option awards (with 5,924,771 options under grant) and 13 restricted stock unit awards (with 101,273 RSUs under grant) are outstanding, representing 2.5% and 0.04% of the issued and outstanding common shares of RBI as of March 31, 2016 (1.3% and 0.02% on a fully exchanged basis);
the 2006 Plan pursuant to which 2 option awards (with 27,538 options under grant) are outstanding, representing 0.01% of the issued and outstanding common shares of RBI as of March 31, 2016 (0.006% on a fully exchanged basis);
the 2012 Plan pursuant to which 33 option awards (with 774,585 options under grant) are outstanding, representing 0.33% of the issued and outstanding common shares of RBI as of March 31, 2016 (0.17% on a fully exchanged basis);
the 2014 Omnibus Plan pursuant to which 398 option awards (with 6,510,014 options under grant) and 314 restricted stock unit awards (with 760,768 RSUs under grant) and 32 performance shares awards (with 1,577,853 performance share units under grant) are outstanding, representing 2.8%, 0.33% and 0.68% of the issued and outstanding common shares of RBI as of March 31, 2016 (1.4%, 0.17% and 0.34% on a fully exchanged basis).
The following table presents information regarding equity awards outstanding under our compensation plans as of December 31, 2015 (amounts in thousands):
| | | | | | | | | | | | | | | | (a) | | | (b) | | | (c) | | | Plan Category | | Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights | | | Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights(1) | | | Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a)) | | Equity Compensation Plans Approved by Security Holders | | | 24,016 | | | $ | 16.28 | | | | 9,803 | | Equity Compensation Plans Not Approved by Security Holders | | | — | | | | — | | | | — | | | | | | | | | | | | | | | Total | | | 24,016 | | | $ | 16.28 | | | | 9,803 | | | | | | | | | | | | | | |
(1) | The weighted average exercise price does not take into account the common shares issuable upon outstanding RSUs vesting, which have no exercise price. |
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Recommendation of the Board of Directors
The Board of Directors recommends a vote “FOR” adoption of the resolution approving the amendments to the 2014 Omnibus Plan.
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PROPOSAL 5 – SHAREHOLDER PROPOSAL TO ADOPT A WRITTEN BOARD DIVERSITY POLICY
RBI has been advised that OceanRock Investments Inc., 505 Burrard Street, Suite 1920, Vancouver, British Columbia, Canada V7X 1M6, which has indicated it is a beneficial owner of 13,286 common shares, intends to submit the following proposal at the Meeting:
WHEREAS:
Gender diversity is a critical attribute of a well-functioning board and a measure of sound corporate governance. Competing in a global marketplace requires companies to promote and select individuals for leadership positions who will bring diverse perspectives to the decision-making process. Research has demonstrated that companies that have women on the Board of Directors have outperformed their peers that do not.
Recognizing the benefits of gender diversity on corporate boards the Ontario Securities Commission recently made amendments to National Instrument 58-101. These amendments follow a “comply or explain” model and require issuers to make disclosures regarding the number of women on the board and in executive officer positions.
Prior to merging with Burger King to become RBI, Tim Hortons had three women on its twelve-person Board. Post-merger, RBI has no women on its Board of Directors. Furthermore, in its 2015 Management Information Circular RBI notes that it does not have a formal written policy relating to the identification and nomination of women directors nor does it have a formal written diversity policy.
Many of its competitors such as McDonalds, Starbucks, Dunkin’ Brands and Wendy’s have at least two women directors on their boards. As long-term shareholders, we believe that Restaurant Brands International (RBI) will benefit from expanding its recruitment pool and promoting a more diverse board.
RBI has said that “although we do not have a formal, written policy relating to the identification and nomination of women directors or a formal, written diversity policy, the NCG Committee seeks a diverse group of director candidates, including diversity with respect to age, gender and ethnic background.” However RBI’s current Nominating and Corporate Governance Committee consists entirely of members of Burger King’s former board of directors. Before becoming RBI, Burger King, which was previously controlled by 3G Capital, had no women on its board of directors either. We therefore believe that the Board needs to adopt a more formal and systematic approach to improving diversity in its ranks.
RESOLVED:
Shareholders request that the Board of Directors:
| a) | Adopt and publish a formal, written Board diversity policy by December 2016; and |
| b) | Provide to shareholders a report by December 2016, at reasonable cost and omitting proprietary information, which outlines the Board’s plans, timelines, process and activities for increasing gender diversity on the Board of Directors and amongst senior management. We propose that the requested report should also address the number of women in the candidate pool for the most recent recruiting period. |
RBI’s Response
The Board has carefully considered the shareholder proposal and has determined not to make a recommendation either in favor of or opposed to the proposal.
In response to the shareholder proposal, our Board and NCG Committee decided to amend the NCG Committee’s charter and our Governance Guidelines to enhance our new director nomination process in a manner we believe both supports board diversity and is responsive to the concerns outlined in the shareholder
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proposal. In evaluating prospective new director candidates for recommendation to the Board, our Governance Guidelines, as amended, require the NCG Committee to consider diverse candidates in terms of race, gender, geography, thought, viewpoints, backgrounds, skills, experience, and expertise. Pursuant to the NCG Committee’s charter, as amended, any search firm retained to assist the NCG Committee in seeking new director candidates for the Board will be instructed to seek to include diverse candidates who possess these qualifications and criteria. These qualifications and criteria are aimed at identifying candidates who are diverse with respect to race, gender and background and who also possess the qualifications and attributes that will best perpetuate the success of the business and serve as the foundation for an effective director.
RBI values its diverse and dynamic workforce and promotes a culture of equality and inclusion. This culture extends to our senior leadership team, which currently includes two women executive officers, Jacqueline Friesner, Controller and Chief Accounting Officer, and Jill Granat, General Counsel and Corporate Secretary. We strive to promote this culture and diversity through our hiring, advancement and retention efforts.
While our board has determined not to make a recommendation either in favor of or opposed to the shareholder proposal, we believe that our current practices and recent enhancements to our new director candidate selection process support board diversity.
Recommendation of the Board of Directors
The Board of Directors makes no recommendation regarding this proposal.
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Security Ownership
SECURITY OWNERSHIP
This table shows ownership information for (i) any person or company known by our directors and executive officers to beneficially own, or control or direct, directly or indirectly, 5% or moreholders of our common shares, Partnership is required to make a corresponding distribution to holders of the Partnership exchangeable units.
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| › | No subdivision or combination of our outstanding common shares preferred sharesis permitted unless a corresponding subdivision or combination of Partnership exchangeable units carrying 10%is made. |
| › | We and our board of directors are prohibited from proposing or more of the voting rights attached to that class, (ii) each ofrecommending an offer for our directors and nominees, (iii) each of the executive officers named in the Summary Compensation Table on page 45 and (iv) all directors and executive officers as a group. This information is presented as of March 31, 2016. The percentage ownership under the columns entitled “Common Shares”, “Preferred Shares” and “Partnership Exchangeable Units” specifies the percentage of the applicable class represented by the number of common shares preferred shares or for the Partnership exchangeable units so owned, controlled or directed and is based upon 233,004,921 common shares, 68,530,939 preferred shares and 227,365,646 Partnership exchangeable units outstanding as ofunless the close of business on March 31, 2016. The percentage of “Total Voting Power” is calculated (i) assuming that the holders of all of the Partnership exchangeable units properly provide voting instructions and (ii) reflecting the carve-backholders of voting rights imposed on the preferredRBI common shares as discussed in footnote (3)are entitled to participate to the table below.same extent and on equitably equivalent basis. |
| › | Under SEC rules, “beneficial ownership” for purposesUpon a dissolution and liquidation of this table takes into account stock as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by exercising vested stock options) and is different from beneficial ownership for purposes of Section 16 of the Exchange Act.
Except as indicated in the footnotes to this table, to the best of our knowledge, the persons and entities named in the table have sole voting and investment power with respect to all common shares, preferred shares orPartnership, if Partnership exchangeable units shown as beneficially owned by them. Except as otherwise indicated,remain outstanding and have not been exchanged for our common shares, then the address of each individual or entity named in this table is c/o Restaurant Brands International Inc., 226 Wyecroft Road, Oakville, Ontario, L6K 3X7, Canada.
Voting Securities Beneficially Owned
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name of Beneficial Owner | | Common
Shares
(#) | | | % of
Class of
Common
Shares | | | Preferred
Shares
(#) | | | % of
Class of
Preferred
Shares | | | Partnership
Exchangeable
Units (#) | | | % of Class of
Partnership
Exchangeable
Units | | | Total
Shares
Beneficially
Owned (#) | | | Total
Voting
Power
(%) | | 3G Funds(1) | | | — | | | | — | | | | — | | | | — | | | | 218,166,502 | | | | 96.0 | % | | | 218,166,502 | | | | 42.7 | % | | | | | | | | | | FMR LLC(2) | | | 14,945,767 | | | | 6.4 | % | | | — | | | | — | | | | — | | | | — | | | | 14,945,767 | | | | 2.9 | % | | | | | | | | | | National Indemnity Company(3) | | | 8,438,225 | | | | 3.6 | % | | | 68,530,939 | | | | 100 | % | | | — | | | | — | | | | 76,969,164 | | | | 11.6 | % | | | | | | | | | | Pershing Square Funds(4) | | | 38,003,984 | | | | 16.3 | % | | | — | | | | — | | | | — | | | | — | | | | 38,003,984 | | | | 7.4 | % | | | | | | | | | | Named Executive Officers, Directors and Nominees: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Alexandre Behring | | | 313,959 | (5) | | | * | | | | — | | | | — | | | | — | | | | — | | | | 313,959 | | | | † | | | | | | | | | | | Marc Caira | | | 221,513 | (6) | | | * | | | | — | | | | — | | | | — | | | | — | | | | 221,513 | | | | † | | | | | | | | | | | Martin E. Franklin | | | 11,595 | (7) | | | * | | | | — | | | | — | | | | 1,596,485 | (8) | | | * | | | | 1,608,080 | | | | † | | | | | | | | | | | Paul J. Fribourg | | | 268,977 | (9) | | | * | | | | — | | | | — | | | | — | | | | — | | | | 268,977 | | | | † | | | | | | | | | | | Neil Golden | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | John A. Lederer | | | 55,093 | (10) | | | * | | | | — | | | | — | | | | — | | | | — | | | | 55,093 | | | | † | | | | | | | | | | | Thomas V. Milroy | | | 23,231 | (11) | | | * | | | | — | | | | — | | | | — | | | | — | | | | 23,231 | | | | † | | | | | | | | | | | Alan Parker | | | 15,393 | (12) | | | * | | | | — | | | | — | | | | — | | | | | | | | 15,393 | | | | † | | | | | | | | | | | Carlos Alberto Sicupira | | | 948,012 | (13) | | | * | | | | — | | | | — | | | | — | | | | — | | | | 936,605 | | | | † | | | | | | | | | | | Roberto Moses Thompson Motta | | | 18,847 | (14) | | | * | | | | — | | | | — | | | | — | | | | — | | | | 7,440 | | | | † | | | | | | | | | | | Alexandre Van Damme | | | 5,295,103 | (15) | | | 2.3 | % | | | — | | | | — | | | | — | | | | — | | | | 5,295,103 | | | | 1.0 | % | | | | | | | | | | Daniel S. Schwartz | | | 878,217 | (16) | | | * | | | | — | | | | — | | | | 137,996 | | | | * | | | | 1,016,213 | | | | † | |
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Security Ownership
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name of Beneficial Owner | | Common
Shares
(#) | | | % of
Class of
Common
Shares | | | Preferred
Shares
(#) | | | % of
Class of
Preferred
Shares | | | Partnership
Exchangeable
Units (#) | | | % of Class of
Partnership
Exchangeable
Units | | | Total
Shares
Beneficially
Owned (#) | | | Total
Voting
Power
(%) | | Joshua Kobza | | | 13,343 | | | | * | | | | — | | | | — | | | | 5,413 | | | | * | | | | 18,756 | | | | † | | | | | | | | | | | José E. Cil | | | 694,822 | (17) | | | * | | | | — | | | | — | | | | 105,758 | | | | * | | | | 800,580 | | | | † | | | | | | | | | | | Luis Heitor De Queiroz Gonçalves | | | 544,032 | (18) | | | * | | | | — | | | | — | | | | 107,478 | | | | * | | | | 651,510 | | | | † | | | | | | | | | | | Elias Diaz Sesé | | | 233,759 | (19) | | | * | | | | — | | | | — | | | | 686 | | | | * | | | | 234,445 | | | | † | | | | | | | | | | | All executive officers and directors as a group (17 persons) | | | 9,867,406 | | | | 4.2 | % | | | — | | | | — | | | | 2,015,879 | | | | * | | | | 11,883,285 | (20) | | | 2.2 | % |
* | Represents beneficial ownership of less than one percent (1%) of the class of outstanding common shares, preferred shares or Partnership exchangeable units, as applicable. |
† | Represents beneficial ownership of less than one percent (1%) of the combined voting power of the outstanding common shares, preferred shares and Partnership exchangeable units. |
(1) | According to the Schedule 13D (Amendment No. 3) filed on December 16, 2015 by 3G Restaurant Brands Holdings General Partner Ltd., a Cayman Islands exempted company (“3G RBH GP”) and 3G Restaurant Brands Holdings LP, a Cayman Islands limited partnership (“3G RBH”, and together with 3G RBH GP, the “3G Funds”), the 3G Funds own an aggregate of 218,166,502 Partnership exchangeable units with voting rights in respect of the common shares on a one vote per unit basis. Each of the 3G Funds shares voting and investment power with respect to all 218,166,502 Partnership exchangeable units. The principal business address of the 3G Funds is c/o 3G Capital, Inc., 600 Third Avenue 37th Floor, New York, New York 10016. |
(2) | According to the Schedule 13G filed on February 12, 2016 by FMR LLC (“FMR”), of the 14,945,767 common shares beneficially owned, FMR has (a) sole voting power with respect to 13,988,148 common shares, and (b) sole investment power with respect to all 14,945,767 common shares. Members of the Johnson family, including Abigail P. Johnson, director, vice chairman, chief executive officer and president of FMR, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940 (the “Investment Company Act”), to form a controlling group with respect to FMR. Neither FMR nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The principal business address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. |
(3) | National Indemnity Company, a wholly owned subsidiary of Berkshire Hathaway Inc. (“Berkshire”), holds all 68,530,939 preferred shares RBI is authorized to issue under its Articles of Incorporation. Pursuant to the Securities Purchase Agreement, dated August 16, 2014, between RBI and Berkshire, Berkshire has agreed to vote the number of preferred shares over which it holds voting power in excess of 10% of the total votes attached to all voting shares of RBI in a manner proportionate to the vote of the other holders of the voting shares voting on such matters. Except as otherwise required by law or certain special approval matters, the common shares, the special voting share and the preferred shares vote together as a single class. The principal business address of Berkshire is 3555 Farnam Street, Omaha, Nebraska 68131. |
(4) | According to a Schedule 13G filed on January 5, 2015 by Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), PS Management GP, LLC, a Delaware limited liability company (“PS Management”), and William A. Ackman, a citizen of the United States of America. Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square II, L.P., a Delaware limited partnership (“PS II”), Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH”), and Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International” and collectively with PS, PS II and PSH, the “Pershing Square Funds”). PS Management serves as the general partner of Pershing Square. Mr. Ackman is the Chief Executive Officer of Pershing Square and the managing member of PS Management. Each of the Pershing Square, PS Management and Mr. Ackman shares voting and investment power with respect to all 38,003,984 common shares. |
(5) | This amount includes 101,854 RSUs that settle upon termination of board service and 212,105 common shares issuable pursuant to options that are exercisable within 60 days after March 31, 2016. |
(6) | This amount includes 4,039 RSUs that settle upon termination of board service and 200,000 common shares issuable pursuant to options and tandem stock appreciation rights that are exercisable within 60 days after March 31, 2016. |
(7) | This amount represents RSUs held by Mr. Franklin that settle upon termination of board service. |
(8) | Of this amount, 435,016 Partnership exchangeable units are held by RSMA, LLC. Mr. Franklin is the managing member of RSMA, LLC and may be considered to have beneficial ownership of RSMA, LLC’s interests. Mr. Franklin disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
(9) | This amount includes 50,115 RSUs that settle upon termination of board service and 106,050 common shares issuable pursuant to options that are exercisable within 60 days after March 31, 2016. |
(10) | This amount includes 2,693 RSUs that settle upon termination of board service. |
(11) | This amount includes 3,231 RSUs that settle upon termination of board service. |
(12) | This amount represents (i) 14,943 RSUs held by Mr. Parker that settle upon termination of board service, (ii) 150 common shares held by Mr. Parker and (iii) 300 common shares held by Oyster Reach Limited. Mr. Parker is the sole shareholder and director of Oyster Reach Limited. Mr. Parker disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
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Security Ownership
(13) | This amount includes (i) 51,465 RSUs that settle upon termination of board service, (ii) 106,050 common shares issuable pursuant to options that are exercisable within 60 days after March 31, 2016, (iii) 779,090 common shares held by Lobstertail Corporation and (iv) 11,407 common shares held by LTS Trading Company LLC. Mr. Sicupira is an indirect beneficial owner of equity interests in Lobstertail Corporation. Mr. Sicupira has shared voting control over the shares held by LTS Trading Company LLC as one of four managers, where majority consent of the managers is required. Mr. Sicupiura disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
(14) | This amount includes (i) 7,440 RSUs that settle upon termination of board service and (ii) 11,407 common shares held by LTS Trading Company LLC. Mr. Thompson Motta has shared voting control over the shares held by LTS Trading Company LLC as one of four managers, where majority consent of the managers is required. He has no pecuniary interest in the shares held by LTS Trading Company LLC. Mr. Thompson Motta disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
(15) | This amount includes 16,978 RSUs that settle upon termination of board service and 5,278,125 common shares held by Societe Familiale d’Investissements. Mr. Van Damme is an indirect beneficial owner of equity interests in Societe Familiale d’Investissements. Mr. Van Damme disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
(16) | This amount includes 848,420 common shares issuable pursuant to options that are exercisable within 60 days after March 31, 2016. |
(17) | This amount includes 678,735 common shares issuable pursuant to options that are exercisable within 60 days after March 31, 2016. |
(18) | This amount includes 530,260 common shares issuable pursuant to options that are exercisable within 60 days after March 31, 2016. |
(19) | This amount includes 148,470 common shares issuable pursuant to options that are exercisable within 60 days after March 31, 2016. |
(20) | Includes in the aggregate (i) 264,353 RSUs that settle upon the termination of board service by respective board members and (ii) 3,160,168 common shares issuable pursuant to options that are exercisable within 60 days after March 31, 2016. |
Section 16(a) beneficial ownership reporting compliance
Section 16(a)distribution of the Exchange Act requires our directors, executive officers and persons who own more than 10%assets of the outstanding common shares to file with the SEC reports of their ownership and changes in their ownershipPartnership between holders of our common shares. Directors, executive officersshares and greater-than-ten percent shareholders are alsoholders of Partnership exchangeable units will be made on a pro rata basis based on the numbers of common shares and Partnership exchangeable units outstanding. Assets distributable to holders of Partnership exchangeable units will be distributed directly to such holders. Assets distributable in respect of our common shares will be distributed to us. Prior to this pro rata distribution, Partnership is required to furnish us with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of such reports furnishedpay to us sufficient amounts to fund our expenses or other obligations (to the extent related to our role as the general partner or our business and representationsaffairs that no other reports were required, all of our directorsare conducted through Partnership or its subsidiaries) to ensure that any property and executive officers complied with all Section 16(a) filing requirements, except that due to administrative oversight, (i) a Form 4 was not timely filed for Mr. Lederer to report a common share purchase transaction, (ii) Form 4s were not timely filed for each of Messrs. Caira, Lederer and Milroy to report that each had received an initial option grant as a director and (iii) Form 4s were not timely filed for each of Messrs. Sicupira and Van Damme to report in each case an indirect common share purchase transaction.
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Other Matters
OTHER MATTERS
Shareholder Proposals for the 2017 Annual Meeting
RBI is subject to both the rules of the SEC under the Exchange Act and the provisions of the CBCA with respect to shareholder proposals. As indicated under the CBCA and in the rules of the SEC under the Exchange Act, simply submitting a shareholder proposal does not guarantee its inclusion in the proxy statement as compliance with applicable law is a prerequisite for inclusion.
A shareholder proposal submitted pursuant to the rules of the SEC under the Exchange Act for inclusion in the proxy statementcash distributed to shareholders prior to the 2017 Annual Meeting of Shareholders (other thanus in respect of the nominationRBI common shares will be available for distribution to holders of directors) must be received by us no later than December 30, 2016, and must comply with the requirements of Rule 14a-8 of the Exchange Act.
The CBCA permits certain eligible shareholdersRBI common shares in an amount per share equal to submit shareholder proposals (including proposalsdistributions in respect of director nominations) to RBI, which proposals may be included in RBI’s proxy materials. To be considered for inclusion in the proxy materials for the 2017 Annual Meeting, any such shareholder proposal under the CBCA must be received by us no later than January 29, 2017. Upon receipt of a proposal in compliance with the requirements of the CBCA and which has not been refused by RBI in accordance with the CBCA, RBI will set out such proposal in the proxy statement distributed to shareholders prior to the 2017 Annual Meeting.
Written requests for inclusion of a shareholder proposal pursuant to the rules of the SEC under the Exchange Act or pursuant to the CBCA should be addressed to: Restaurant Brands International Inc., 226 Wyecroft Road, Oakville, Ontario, L6K 3X7, Canada.each Partnership exchangeable unit. The proposal should be sent to the attention of the Corporate Secretary.
Nominations for directors not made in accordance with the shareholder proposal requirements of the CBCA will be considered by RBI’s NCG Committee in accordance with the requirements of our bylaws. In accordance with our bylaws, shareholder nominations for candidates for election as directors must be delivered to the Corporate Secretary no earlier than February 9, 2017 and no later than March 11, 2017, provided that in the event that the 2017 Annual Meeting is held on a date that is not within 30 days before or after the first anniversary of the date of the 2016 Annual and Special Meeting, notice must be delivered to the Corporate Secretary not later than the tenth day following the day on which the first public announcement of the date of the 2017 Annual Meeting is made.
A notice providing a director nomination must include, among other things, (i) the name, age, business and residential address, principal occupation or employment and country of residence of the person who the shareholder proposes to nominate, as well as the class or series and number of shares in our capital that person owns of record or beneficially or that person controls or directs and any other information regarding the nominee required to be disclosed in a proxy statement pursuant to applicable securities laws, and (ii) full particulars regarding any proxy, contract, agreement, arrangement, understanding or relationship pursuant to which the nominating shareholder has a right to vote or direct the voting of any shares of RBI and any other information regarding the nominating shareholder required to be disclosed in a proxy statement pursuant to applicable securities laws. Shareholders should refer to Section 9 of our bylaws for more details relating to the requirements for such notice.
Shareholders wishing to put forward a proposal or nominate a director for election should carefully review the relevant provisions of the Exchange Act, the CBCA and our bylaws. The chairman of the meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures.
List of Shareholders Entitled to Vote at the Meeting
The names of holders of record entitled to vote at the Meeting will be available at our corporate office prior to the Meeting.
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Other Matters
Expenses Relating to this Proxy Solicitation
We will bear the cost of preparing, assembling and delivering the proxy material and of reimbursing brokers, nominees, fiduciaries and other custodians for out-of-pocket and clerical expenses of transmitting copies of the proxy material to the beneficial owners of our stock. A few of our officers and employees may participate in the solicitation of proxies without additional compensation.
Communication with our Board of Directors
Shareholders and other parties interested in communicating directly with the Chairman of the Board or with the non-management directors may do so by writing to: Chairman of the Board, c/o Jill Granat, General Counsel and Secretary, Restaurant Brands International Inc., 226 Wyecroft Road, Oakville, Ontario, L6K 3X7, Canada. All communications should include the name, address, telephone number and email address (if any) of the person submitting the communication and indicate whether the person is a shareholder.
The Board has approved a process for handling correspondence received by RBI and addressed to the Chairman or to non-management members of the Board. Under that process, the General Counsel and Secretary reviews all such correspondence and maintains a log of and forwards copies of correspondence that, in the opinion of the General Counsel and Secretary, deals with the functions of the Board or committees thereof or that she otherwise determines requires their attention. The General Counsel and Secretary may screen frivolous or unlawful communications and commercial advertisements. Directors may review the log maintained by the General Counsel and Secretary at any time.
Available Information
We maintain an internet website at www.rbi.com. Copies of the committee charters of each of the Audit Committee, Compensation Committee, NCG Committee and Conflicts Committee, together with certain other corporate governance materials, including our Code of Ethics for Executive Officers and Code of Conduct for Directors, can be found under the “Investors – Corporate Governance” section of our website at www.rbi.com, and such information is also available in print to any shareholder who requests it through our Corporate Secretary at the address below. Our internet website and information contained therein or incorporated therein is not intended to be incorporated in this proxy statement.
We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our annual report as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. Copies of these documents and this proxy statement may be obtained on SEDAR at www.sedar.com or free of charge, through the “Investors – Investor Information” section of our website at www.rbi.com. A request for such copies should be directed to Restaurant Brands International Inc., 226 Wyecroft Road, Oakville, Ontario, L6K 3X7, Canada, Attention: Corporate Secretary. A copy of any exhibit to the 2015 Form 10-K will be forwarded following receipt of a written request with respect thereto addressed to the Corporate Secretary. Financial information relating to RBI is included in the comparative Audited Consolidated Financial Statements for the fiscal year ended December 31, 2015, and the Management’s Discussion & Analysis related thereto contained in the Annual Report of RBI for the year ended December 31, 2015. Additional information relating to RBI may be found on SEDAR at www.sedar.com and on the SEC’s website at www.sec.gov.
U.S. Householding
Some brokers, banks or other intermediaries may be participating in the practice of “householding” our proxy materials. This means that only one copy of the proxy statement and the annual report or the Notice, as applicable, may have been sent to multiple shareholders in the same household. We will promptly deliver separate copies of either the proxy materials or the Notice, as applicable, to you if you request them. You can notify us by sending a written request to Restaurant Brands International Inc., 226 Wyecroft Road, Oakville, Ontario, L6K 3X7, Canada or by contacting us by telephone at (905) 339-4940.
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Other Matters
Approval by Directors
The contents of this proxy statement and the delivery thereof to the shareholders have been approved by the Board of Directors of RBI.
| By Order of the Board of Directors
Jill Granat
General Counsel & Corporate Secretary
April 29, 2016
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Appendix A
APPENDIX A
SUMMARY OF TERMS OF THE SECURITIES OF RBI AND PARTNERSHIP
The following summary addresses certain disclosure conditions to the exemptive relief that Restaurant Brands International Limited Partnership (“Partnership”) received from the Canadian securities regulatory authorities. This summary is not complete and is qualified in its entirety by the complete text of the Amended and Restated Limited Partnership Agreement, dated December 11, 2014, between RBI, 8997896 Canada Inc. and each person who is admitted as a Limited Partner in accordance with the terms of the agreement (the “partnership agreement”), the Voting Trust Agreement (the “voting trust agreement”), dated December 12, 2014, between RBI, the Partnership and Computershare Trust Company of Canada (the “trustee”), the Securities Purchase Agreement, dated August 16, 2014, between RBI and Berkshire Hathaway Inc. (“securities purchase agreement”) and RBI’s Articles of Incorporation, as amended, copies of which are available on SEDAR at www.sedar.com and at www.sec.gov.
The Partnership
Management: The General Partner
RBI is the sole general partner of Partnership (the “General Partner”) and manages all of Partnership’s operations and activities in accordance with the partnership agreement. Subject to the terms of the partnership agreement and the Ontario Limited Partnerships Act, the General Partner has the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of Partnership. The partnership agreement provides that, where the General Partner is granted discretion under the partnership agreement in managing Partnership’s operations and activities, the General Partner shall be entitled to consider only such interests and factors as it desires, including its own interests and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of, or factors affecting, Partnership, and will not be subject to any other standards imposed by the partnership agreement, any other agreement, the Ontario Limited Partnerships Act or any other law. Despite the foregoing, the General Partner will only be able to take certain actions (as set forth in the partnership agreement) if the same are approved, consented to or directed by the Conflicts Committee.
Capital Structure of Partnership
The capital of Partnership consists of three classes of units: the common units, the preferred units and the Partnership exchangeable units. The interest of General Partner is represented by common units and preferred units. The interests of the limited partners are represented by the Partnership exchangeable units.
The Partnership Exchangeable Units
Summary of Economic and Voting Rights
The Partnership exchangeable units are intended to provide economic rights that are substantially equivalent, and voting rights with respect to RBI that are equivalent, to the corresponding rights afforded to holders of our common shares. Under the terms of the partnership agreement, the rights, privileges, restrictions and conditions attaching to the Partnership exchangeable units includedo not provide for an automatic exchange of Partnership exchangeable units into RBI common shares upon a dissolution or liquidation of Partnership or RBI.
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| › | Approval of holders of the following:Partnership exchangeable units is required for an action (such as an amendment to the Partnership agreement) that would affect the economic rights of an exchangeable unit relative to a RBI common share. › | | The Partnership exchangeable units are exchangeable at any time, at the option of the holder (the “exchange right”), on a one-for-one basis for common shares of RBI (the “exchanged shares”), subject to our right as the general partner (subject to the approval of the Conflicts Committee in certain circumstances) to determine to settle any such exchange for a cash payment in lieu of our common shares. If we elect to make a cash payment in lieu of issuing common shares, the amount of the cash payment will be the weighted average trading price of the common shares on the NYSE for the 20 consecutive trading days ending on the last business day prior to the exchange date (the “exchangeable units cash amount”). Written notice of the determination of the form of consideration shall be given to the holder of the Partnership exchangeable units exercising the exchange right no later than ten business days prior to the exchange date. |
Appendix A | › | | If a dividend or distribution has been declared and is payable in respect of a RBI common share, Partnership will make a distribution in respect of each Partnership exchangeable unit in an amount equal to the dividend or distribution in respect of a common share. The record date and payment date for distributions on the Partnership exchangeable units will be the same as the relevant record date and payment date for the dividends or distributions on our common shares. |
› | | If we issue any common shares in the form of a dividend or distribution on the RBI common shares, Partnership will issue to each holder of Partnership exchangeable units, in respect of each exchangeable unit held by such holder, a number of Partnership exchangeable units equal to the number of common shares issued in respect of each common share. |
› | | If we issue or distribute rights, options or warrants or other securities or assets of RBI to all or substantially all of the holders of our common shares, Partnership is required to make a corresponding distribution to holders of the Partnership exchangeable units. |
› | | No subdivision or combination of our outstanding common shares is permitted unless a corresponding subdivision or combination of Partnership exchangeable units is made. |
› | | We and our board of directors are prohibited from proposing or recommending an offer for our common shares or for the Partnership exchangeable units unless the holders of the Partnership exchangeable units and the holders of RBI common shares are entitled to participate to the same extent and on equitably equivalent basis. |
› | | Upon a dissolution and liquidation of Partnership, if Partnership exchangeable units remain outstanding and have not been exchanged for our common shares, then the distribution of the assets of Partnership between holders of our common shares and holders of Partnership exchangeable units will be made on a pro rata basis based on the numbers of common shares and Partnership exchangeable units outstanding. Assets distributable to holders of Partnership exchangeable units will be distributed directly to such holders. Assets distributable in respect of our common shares will be distributed to us. Prior to this pro rata distribution, Partnership is required to pay to us sufficient amounts to fund our expenses or other obligations (to the extent related to our role as the general partner or our business and affairs that are conducted through Partnership or its subsidiaries) to ensure that any property and cash distributed to us in respect of the RBI common shares will be available for distribution to holders of RBI common shares in an amount per share equal to distributions in respect of each Partnership exchangeable unit. The terms of the Partnership exchangeable units do not provide for an automatic exchange of Partnership exchangeable units into RBI common shares upon a dissolution or liquidation of Partnership or RBI. |
› | | Approval of holders of the Partnership exchangeable units is required for an action (such as an amendment to the Partnership agreement) that would affect the economic rights of an exchangeable unit relative to a RBI common share. |
The holders of Partnership exchangeable units are indirectly entitled to vote in respect of matters on which holders of our common shares are entitled to vote, including in respect of the election of our directors, through a special voting share of RBI. The special voting share is held by a trustee, entitling the trustee to that number of votes on matters on which holders of RBI common shares are entitled to vote equal to the number of Partnership exchangeable units outstanding. The trustee is required to cast such votes in accordance with voting instructions provided by holders of Partnership exchangeable units. The trustee will exercise each vote attached to the special voting share only as directed by the relevant holder of Partnership exchangeable units and, in the absence of instructions from a holder of an exchangeable unit as to voting, will not exercise those votes. Except as otherwise required by the partnership agreement, voting trust agreement or applicable law, the holders of the Partnership exchangeable units are not directly entitled to receive notice of or to attend any meeting of the unitholders of Partnership or to vote at any such meeting. A more detailed description of certain economic, voting and other rights, privileges, restrictions and conditions attaching to the Partnership exchangeable units follows below. For more details, see our Annual Report on Form 10-K for the year ended December 31, 2014
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A more detailed description of certain economic, voting, and other rights, privileges, restrictions, and conditions attaching to the Partnership exchangeable units follows below. For more details, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC. Voting Rights of Holders of Partnership Exchangeable Units and Statutory Rights with Respect to RBI Voting Rights with Respect to RBI Under the voting trust agreement, RBI has issued one special voting share to the trustee for the benefit of the holders of Partnership exchangeable units (other than RBI and its subsidiaries). The special voting share has the number of votes, which may be cast by the trustee at any meeting at which the holders of RBI common shares are entitled to vote or in respect of any written consent sought by RBI from holders of RBI common shares, equal to the then outstanding number of Partnership exchangeable units (other than Partnership exchangeable units held by RBI and its subsidiaries). Each holder of a Partnership exchangeable unit (other than RBI and its subsidiaries) on the record date for any meeting or shareholder consent at which holders of RBI common shares are entitled to vote is entitled to instruct the trustee to exercise the votes attached to the special voting share for each Partnership exchangeable unit held by the exchangeable unitholder. The trustee will exercise each vote attached to the special voting share only as directed by the relevant holder of Partnership exchangeable units and, in the absence of instructions from a holder of a Partnership exchangeable unit as to voting, will not exercise those votes. A holder of Partnership exchangeable units may, upon instructing the trustee, obtain a proxy from the trustee entitling such holder to vote directly at the meeting the votes attached to the special voting share to which the holder of Partnership exchangeable units is entitled. Notwithstanding the foregoing, in the event that under applicable law any matter requires the approval of the holder of record or the special voting share, voting separately as a class, the trustee will, in respect of such vote, exercise all voting rights: (i) in favor of the relevant matter where the result of the vote of the RBI common shares and the special voting share, voting together as a single class on such matter, was the approval of such matter; and (ii) against the relevant matter where the result of such combined vote was against the relevant matter, provided that in the event of a vote on a proposal to amend the articles of RBI to: (x) effect an exchange, reclassification or cancellation of the special voting share, or (y) add, change or remove the rights, privileges, restrictions or conditions attached to the special voting share, in either case, where the special voting share is permitted or required by applicable law to vote separately as a single class, the trustee will exercise all voting rights for or against such proposed amendment based on whether it has been instructed to cast a majority of the votes for or against such proposed amendment. The voting trust agreement provides that the trustee will mail or cause to be mailed (or otherwise communicate) to the holders of Partnership exchangeable units the notice of each meeting at which the holders of RBI common shares are entitled to vote, together with the related materials and a statement as to the manner in which the holder may instruct the trustee to exercise the votes attaching to the special voting share, on the same day as RBI mails (or otherwise communicates) the notice and materials to the holders of RBI common shares.
Appendix A Statutory Rights with Respect to RBI Wherever and to the extent that the CBCA confers a prescribed statutory right on a holder of voting shares, RBI has agreed that the holders of Partnership exchangeable units (other than RBI and its subsidiaries) are entitled to the benefit of such statutory rights through the trustee, as the holder of record of the special voting share. The prescribed statutory rights set out in the voting trust agreement include rights provided for in sections 21, 103(5), 137, 138(4), 143, 144, 175, 211, 214, 229, 239 and 241 of the CBCA. Upon the written request of a holder of Partnership exchangeable units delivered to the trustee, provided that certain conditions are satisfied, RBI and the trustee will cooperate to facilitate the exercise of such statutory rights on behalf of such holder so entitled to instruct the trustee as to the exercise thereof, such exercise of the statutory right to be treated, to the maximum extent possible, on the basis that such holder was the registered owner of the RBI common shares receivable upon the exchange of the Partnership exchangeable units owned of record by such holder. Offers for Units or Shares The partnership agreement contains provisions to the effect that if a take-over bid is made for all of the outstanding Partnership exchangeable units and not less than 90% of the Partnership exchangeable units (other than units of Partnership held at the date of the take-over bid by or on behalf of the offeror or its associates or associates) are taken up and paid for by the offeror, the offeror will be entitled to acquire the Partnership exchangeable units held by unitholders who did not accept the offer on the terms offered by the offeror. The partnership agreement further provides that for so long as Partnership exchangeable units remain outstanding, (i) RBI will not propose or recommend a formal bid for RBI’s common shares, and no such bid will be effected with the consent or approval of RBI’s board of directors, unless holders of Partnership exchangeable units are entitled to participate in the bid to the same extent and on an equitably equivalent basis as the holders of RBI’s common shares, and (ii) RBI will not propose or recommend a formal bid for Partnership exchangeable units, and no such bid will be effected with the consent or approval of RBI’s board of directors, unless holders of RBI’s common shares are entitled to participate in the bid to the same extent and on an equitably equivalent basis as the holders of Partnership exchangeable units. Canadian securities regulatory authorities may intervene in the public interest (either on application by an interested party or by staff of a Canadian securities regulatory authority) to prevent an offer to holders of common shares of RBI or Partnership exchangeable units being made or completed where such offer is abusive of the holders of one of those security classes that are not subject to that offer. Description of RBI Share Capital The authorized share capital of RBI consists of (i) an unlimited number of RBI common shares, (ii) one special voting share, and (iii) 68,530,939 RBI preferred shares, each of which was redeemed for cancellation and may not be reissued. The following is a summary of the material rights, privileges, restrictions, and conditions that attach to RBI’s common shares and special voting share. RBI Common Shares Notice of Meeting and Voting Rights Except as otherwise provided by law, the holders of RBI common shares are entitled to receive notice of and to attend all meetings of the shareholders of RBI and will vote together as a single class with the RBI preferred shares and the special voting share. The holders of RBI common shares are entitled to one vote per RBI common share. Dividend and Liquidation Entitlements The holders of RBI common shares are entitled to receive dividends, as and when declared by the board of directors of RBI, in such amounts and in such form as the board of directors of RBI may from time to time determine, subject to the preferential rights of the RBI preferred shares and any other shares ranking prior to the RBI common shares. All dividends declared on the RBI common shares will be declared and paid in equal amounts per share. No dividends will be declared or paid on the RBI common shares except as permitted by the terms of the RBI preferred shares.
Appendix A In the event of the dissolution, liquidation or winding-up of RBI, the holders of RBI common shares shall be entitled to receive the remaining property and assets of RBI after satisfaction of all liabilities and obligations to creditors of RBI, after satisfaction of the RBI preferred share liquidation preference and subject to the preferential rights of any other shares ranking prior to the RBI common shares. Special Voting Share Notice of Meeting and Voting Rights Except as otherwise provided by law, the special voting share shall entitle the holder thereof to vote on all matters submitted to a vote of the holders of RBI common shares at any shareholders meeting of RBI and to exercise the right to consent to any matter for which the written consent of the holders of RBI common shares is sought, and will, with respect to any shareholders meeting or written consent, vote together as a single class with the RBI common shares. The holder of the special voting share shall not be entitled to vote separately as a class on a proposal to amend the articles of amendment of RBI to: (i) increase or decrease the maximum number of special voting shares that RBI is authorized to issue, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the special voting share; or (ii) create a new class of shares equal or superior to the special voting share. The holder of the special voting share shall be entitled to attend all shareholder meetings of RBI which the holders of RBI common shares are entitled to attend, and shall be entitled to receive copies of all notices and other materials sent by RBI to its holders of RBI common shares relating to such meetings and any consents sought from the holders of common shares. The holder of the special voting share is entitled to that number of votes equal to the number of votes which would attach to the RBI common shares receivable by the holders of Partnership exchangeable units upon the exchange of all Partnership exchangeable units outstanding from time to time (other than the Partnership exchangeable units held by RBI and its subsidiaries), determined as of the record date for the determination of shareholders entitled to vote on the applicable matter or, if no record date is established, the date such vote is taken. See “The Partnership Exchangeable Units—Voting Rights of Holders of Partnership Exchangeable Units and Statutory Rights With Respect to RBI” above. Dividend and Liquidation Entitlements The holder of the special voting share is not entitled to receive dividends and has no entitlements with respect to the property or assets of RBI in the event of the dissolution, liquidation or winding-up of RBI. Redemption Right At such time as there are no Partnership exchangeable units outstanding, the special voting share shall automatically be redeemed and cancelled for $1 to be paid to the holder thereof.
Appendix B APPENDIX B GAAP TO NON-GAAP RECONCILIATIONS Below, we define the non-GAAP financial measures, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), and discuss the reasons why we believe this information is useful to management and may be useful to investors. These measures do not have standardized meanings under GAAP and may differ from similarly captioned measures of other companies in our industry. Adjusted Operating Income Adjusted Operating Income (“AOI”) represents income from operations adjusted to exclude (i) franchise agreement amortization as a result of acquisition accounting, (ii) (income) loss from equity method investments, net of cash distributions received from equity method investments, (iii) other operating expenses (income), net and, (iv) income/expenses from non-recurring projects and non-operating activities. For the periods referenced in the following financial results, income/expenses from non-recurring projects and non-operating activities included (i) non-recurring fees and expense incurred in connection with the Firehouse Acquisition consisting of professional fees, compensation-related expenses and integration costs (“FHS Transaction costs”); and (ii) non-operating costs from professional advisory and consulting services associated with certain transformational corporate restructuring initiatives that rationalize our structure and optimize cash movements as well as services related to significant tax reform legislation and regulations (“Corporate restructuring and advisory fees”). Management believes that these types of expenses are either not related to our underlying profitability drivers or not likely to reoccur in the foreseeable future and the varied timing, size and nature of these projects may cause volatility in our results unrelated to the performance of our core business that does not reflect trends of our core operations. AOI is used by management to measure operating performance of the business, excluding these other specifically identified items that management believes are not relevant to management’s assessment of our operating performance. AOI, as defined above, also represents our measure of segment income for each of our five operating segments. | | | | | | | | | | | | Twelve Months Ended
December 31 | | | (in US$ millions) | | 2023 | | | 2022 | | Income from operations | | | 2,051 | | | | 1,898 | | Franchise agreement amortization | | | 31 | | | | 32 | | FHS Transaction costs(2) | | | 19 | | | | 24 | | Corporate restructuring and tax advisory fees(3) | | | 38 | | | | 46 | | Impact of equity method investments(4) | | | 6 | | | | 59 | | Other operating expenses (income), net | | | 55 | | | | 25 | | | | | | | | | | | Adjusted Operating Income | | $ | 2,200 | | | $ | 2,084 | | | | | | | | | | |
Appendix C APPENDIX C DESCRIPTION OF INCENTIVE PLANS Equity Compensation Plan Information The following table presents information regarding equity awards outstanding under our compensation plans as of December 31, 2023 (amounts in thousands): | | | | | | | | | | | | | | | | (a) | | | (b) | | | (c) | | | Plan Category | | Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights | | | Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights(1) | | | Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a)) | | Equity Compensation Plans Approved by Security Holders | | | 16,578 | | | $ | 60.23 | | | | 15,319 | | Equity Compensation Plans Not Approved by Security Holders | | | — | | | | — | | | | — | | | | | | | | | | | | | | | Total | | | 16,578 | | | | 60.23 | | | | 15,319 | | | | | | | | | | | | | | |
| (1) | The weighted average exercise price does not take into account the common shares issuable upon outstanding RSUs vesting, which have no exercise price. |
Burn Rate | | | | | | | | | | | | | | | | 2021 | | | 2022 | | | 2023 | | Number of Securities Issued under the 2014 Omnibus Plan (amounts in millions) | | | 2.0 | | | | 6.4 | | | | 5.3 | | Burn Rate | | | 0.4% | | | | 1.4% | | | | 1.2% | |
The total number of RBI common shares that can be issued from treasury under our equity compensation plans is as follows: the 2011 Omnibus Plan pursuant to which 63,876 common shares are issuable, representing 0.02% of the issued and outstanding shares of RBI as of March 31, 2024 (0.01% on a fully exchanged basis, assuming that 100% of the outstanding Partnership exchangeable units are exchanged for RBI common shares); the 2012 Omnibus Plan pursuant to which 25,341 common shares are issuable, representing 0.01% of the issued and outstanding shares of RBI as of March 31, 2024 (0.01% on a fully exchanged basis); and the 2014 Omnibus Plan pursuant to which 12,223,733 common shares are issuable, representing 3.9% of the issued and outstanding shares of RBI as of March 31, 2024 (2.7% on a fully exchanged basis); and the 2023 Omnibus Plan pursuant to which 1,789,152 common shares are issuable pursuant to awards currently outstanding and an additional 12,102,289 are issuable, together representing 4.4% of the issued and outstanding shares of RBI as of March 31, 2024 (3.1% on a fully exchanged basis). Accordingly, as of March 31, 2024 an aggregate of 26 ,204,391 common shares are issuable under all security based compensation arrangements, representing 8.3% of the issued and outstanding shares of RBI as of the Record Date (5.8% on a fully exchanged basis).
Appendix C The total number of equity awards outstanding which will result in common shares being issued and the percentage such common shares represent of RBI’s currently outstanding capital for our prior plans and the 2014 Omnibus Plan are as follows: the 2011 Omnibus Plan pursuant to which 1 restricted stock unit award (with 63,876 RSUs under grant) are outstanding, representing 0.01% of the issued and outstanding common shares of RBI as of March 31, 2024 (0.01% on a fully exchanged basis); the 2012 Omnibus Plan pursuant to which 2 restricted stock unit award (with 25,341 RSUs under grant) are outstanding, representing 0.01% of the issued and outstanding common shares of RBI as of March 31, 2024 (0.01% on a fully exchanged basis); the 2014 Omnibus Plan pursuant to which 242 option awards (with 5,441,201 options under grant) and 1,711 restricted stock unit awards (with 1,907,874 RSUs under grant) and 237 performance shares awards (with 4,874,659 performance share units under grant) are outstanding, representing 1.7%, 0.6% and 1.5% of the issued and outstanding common shares of RBI as of March 31, 2024 (1.2%, 0.4% and 1.1% on a fully exchanged basis); and the 2023 Omnibus Plan pursuant to which 714 restricted stock unit awards (with 903,623 RSUs under grant) and 106 performance shares awards (with 885,529 performance share units under grant) are outstanding, representing 0.3% and 0.3% of the issued and outstanding common shares of RBI as of March 31, 2024 (0.2% and 1.2% on a fully exchanged basis) About the 2023 Omnibus Plan A summary of the Restaurant Brands International Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Plan”) is set out below. The purpose of the 2023 Omnibus Plan is to attract, retain and reward those employees, directors and other individuals who are expected to contribute significantly to our success, to incentivize such individuals to perform at the highest level, to strengthen the mutuality of interests between such individuals and our shareholders and, in general, to further the best interests of RBI and our shareholders. As of March 31, 2024, 13,891,440 common shares are authorized and issuable under the 2023 Omnibus Plan. This maximum number of common shares can be increased to include any common shares not used to settle awards issued under our prior plans. | |
Participants | | Appendix A
Voting Rights of Holders of Partnership Exchangeable Units and Statutory Rights with Respect to RBI
Voting Rights with Respect to RBI
Under the voting trust agreement, RBI has issued one special voting share to the trustee for the benefit of the holders of Partnership exchangeable units (other than RBI and its subsidiaries). The special voting share has the number of votes, which may be cast by the trustee at any meeting at which the holders• Any director, employee or consultant of RBI, common shares are entitled to voteits subsidiaries or in respectany of any written consent sought by RBI from holders of RBI common shares, equal to the then outstanding number of Partnership exchangeable units (other than Partnership exchangeable units held by RBI and its subsidiaries). Each holder of a Partnership exchangeable unit (other than RBI and its subsidiaries) on the record date for any meeting or shareholder consent at which holders of RBI common shares are entitled to voteaffiliates is entitled to instruct the trustee to exercise the votes attached to the special voting share for each Partnership exchangeable unit held by the exchangeable unitholder. The trustee will exercise each vote attached to the special voting share only as directed by the relevant holder of Partnership exchangeable units and, in the absence of instructions from a holder of a Partnership exchangeable unit as to voting, will not exercise those votes. A holder of Partnership exchangeable units may, upon instructing the trustee, obtain a proxy from the trustee entitling such holder to vote directly at the meeting the votes attached to the special voting share to which the holder of Partnership exchangeable units is entitled.
Notwithstanding the foregoing, in the event that under applicable law any matter requires the approval of the holder of record or the special voting share, voting separately as a class, the trustee will, in respect of such vote, exercise all voting rights: (i) in favor of the relevant matter where the result of the vote of the RBI common shares, the RBI preferred shares and the special voting share, voting together as a single class on such matter, was the approval of such matter; and (ii) against the relevant matter where the result of such combined vote was against the relevant matter, provided that in the event of a vote on a proposal to amend the articles of RBI to: (x) effect an exchange, reclassification or cancellation of the special voting share, or (y) add, change or remove the rights, privileges, restrictions or conditions attached to the special voting share, in either case, where the special voting share is permitted or required by applicable law to vote separately as a single class, the trustee will exercise all voting rights for or against such proposed amendment based on whether it has been instructed to cast a majority of the votes for or against such proposed amendment.
The voting trust agreement provides that the trustee will mail or cause to be mailed (or otherwise communicate) to the holders of Partnership exchangeable units the notice of each meeting at which the holders of RBI common shares are entitled to vote, together with the related materials and a statement as to the manner in which the holder may instruct the trustee to exercise the votes attaching to the special voting share, on the same day as RBI mails (or otherwise communicates) the notice and materials to the holders of RBI common shares.
Statutory Rights with Respect to RBI
Wherever and to the extent that the CBCA confers a prescribed statutory right on a holder of voting shares, RBI has agreed that the holders of Partnership exchangeable units (other than RBI and its subsidiaries) are entitled to the benefit of such statutory rights through the trustee, as the holder of record of the special voting share. The prescribed statutory rights set out in the voting trust agreement include rights provided for in sections 21, 103(5), 137, 138(4), 143, 144, 175, 211, 214, 229, 239 and 241 of the CBCA. Upon the written request of a holder of Partnership exchangeable units delivered to the trustee, provided that certain conditions are satisfied, RBI and the trustee will cooperate to facilitate the exercise of such statutory rights on behalf of such holder so entitled to instruct the trustee as to the exercise thereof, such exercise of the statutory right to be treated, to the maximum extent possible, on the basis that such holder was the registered owner of the RBI common shares receivable upon the exchange of the Partnership exchangeable units owned of record by such holder.
Offers for Units or Shares
The partnership agreement contains provisions to the effect that if a take-over bid is made for all of the outstanding Partnership exchangeable units and not less than 90% of the Partnership exchangeable units (other than units of Partnership held at the date of the take-over bid by or on behalf of the offeror or its associates or
Appendix A
associates) are taken up and paid for by the offeror, the offeror will be entitled to acquire the Partnership exchangeable units held by unitholders who did not accept the offer on the terms offered by the offeror. The partnership agreement further provides that for so long as Partnership exchangeable units remain outstanding, (i) RBI will not propose or recommend a formal bid for RBI’s common shares, and no such bid will be effected with the consent or approval of RBI’s board of directors, unless holders of Partnership exchangeable units are entitledeligible to participate in the bid to the same extent and on an equitably equivalent basis as the holders of RBI’s common shares, and (ii) RBI will not propose or recommend a formal bid for Partnership exchangeable units, and no such bid will be effected with the consent or approval of RBI’s board of directors, unless holders of RBI’s common shares are entitled to participate in the bid to the same extent and on an equitably equivalent basis as the holders of Partnership exchangeable units. Canadian securities regulatory authorities may intervene in the public interest (either on application by an interested party or by staff of a Canadian securities regulatory authority) to prevent an offer to holders of common shares of RBI, preferred shares or Partnership exchangeable units being made or completed where such offer is abusive of the holders of one of those security classes that are not subject to that offer.2023 Omnibus Plan
Description of RBI Share Capital
The authorized share capital of RBI consists of (i) an unlimited number of RBI common shares, (ii) one special voting share and (iii) 68,530,939 RBI preferred shares. The following is a summary of the material rights, privileges, restrictions and conditions that attach to RBI’s common shares, special voting share and preferred shares.
RBI Common Shares
Notice of Meeting and Voting Rights
Except as otherwise provided by law, the holders of RBI common shares are entitled to receive notice of and to attend all meetings of the shareholders of RBI and will vote together as a single class with the RBI preferred shares and the special voting share. The holders of RBI common shares are entitled to one vote per RBI common share.
Dividend and Liquidation Entitlements
The holders of RBI common shares are entitled to receive dividends, as and when declared by the board of directors of RBI, in such amounts and in such form as the board of directors of RBI may from time to time determine, subject to the preferential rights of the RBI preferred shares and any other shares ranking prior to the RBI common shares. All dividends declared on the RBI common shares will be declared and paid in equal amounts per share. No dividends will be declared or paid on the RBI common shares except as permitted by the terms of the RBI preferred shares. See “–RBI Preferred Shares – Dividend Entitlements” below.
In the event of the dissolution, liquidation or winding-up of RBI, the holders of RBI common shares shall be entitled to receive the remaining property and assets of RBI after satisfaction of all liabilities and obligations to creditors of RBI, after satisfaction of the RBI preferred share liquidation preference and subject to the preferential rights of any other shares ranking prior to the RBI common shares.
Special Voting Share
Notice of Meeting and Voting Rights
Except as otherwise provided by law, the special voting share shall entitle the holder thereof to vote on all matters submitted to a vote of the holders of RBI common shares at any shareholders meeting of RBI and to exercise the right to consent to any matter for which the written consent of the holders of RBI common shares is sought, and will, with respect to any shareholders meeting or written consent, vote together as a single class with the RBI common shares and RBI preferred shares. The holder of the special voting share shall not be entitled to vote separately as a class on a proposal to amend the articles of amendment of RBI to: (i) increase or decrease the
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Plan administration | | Appendix A
maximum number of special voting shares that RBI is authorized to issue, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the special voting share; or (ii) create a new class of shares equal or superior to the special voting share.• The holder of the special voting share shall be entitled to attend all shareholder meetingsCompensation Committee of RBI which(the “Committee”) administers the holders of RBI common shares are entitled to attend, and shall be entitled to receive copies of all notices and other materials sent by RBI to its holders of RBI common shares relating to such meetings and any consents sought from the holders of common shares.2023 Omnibus Plan
The holder of the special voting share is entitled to that number of votes equal to the number of votes which would attach to the RBI common shares receivable by the holders of exchangeable units upon the exchange of all exchangeable units outstanding from time to time (other than the exchangeable units held by RBI and its subsidiaries), determined as of the record date for the determination of shareholders entitled to vote on the applicable matter or, if no record date is established, the date such vote is taken. See “The Partnership Exchangeable Units – Voting Rights of Holders of Partnership Exchangeable Units and Statutory Rights With Respect to RBI” above.
Dividend and Liquidation Entitlements
The holder of the special voting share is not entitled to receive dividends and has no entitlements with respect to the property or assets of RBI in the event of the dissolution, liquidation or winding-up of RBI.
Redemption Right
At such time as there are no exchangeable units outstanding, the special voting share shall automatically be redeemed and cancelled for $1 to be paid to the holder thereof.
RBI Preferred Shares
Our articles provide that the maximum number of RBI preferred shares that we are authorized to issue is limited to 68,530,939 RBI preferred shares, which is the number of RBI preferred shares issued to National Indemnity Company (a wholly owned subsidiary of Berkshire Hathaway Inc. (“Berkshire”)) in connection with the Transactions pursuant to the securities purchase agreement. The original issue date (the “original issue date”) of these RBI preferred shares is December 12, 2014.
Dividend Entitlements
The holders of the RBI preferred shares are entitled to receive, as and when declared by our board of directors, cumulative cash dividends at an annual rate of 9% on the amount of the purchase price per preferred share, payable quarterly in arrears (“regular quarterly dividends”). Such dividends accrue daily on a cumulative basis, whether or not declared by our board of directors. If any such dividend or make-whole dividend (defined below) is not paid in full on the scheduled payment date or the required payment date, as applicable (the unpaid portion, “past due dividends”), additional cash dividends (“additional dividends”) shall accrue daily on a cumulative basis on past due dividends at an annual rate of 9%, compounded quarterly, whether or not such additional dividends are declared by our Board of Directors.
For each fiscal year of RBI during which any preferred shares are outstanding, beginning with the year that includes the third anniversary of the original issue date of such shares, in addition to the regular quarterly dividends, we are required to pay to the holder of the preferred shares an additional amount (a “make-whole dividend”). The amount of the make-whole dividend is determined by a formula designed to ensure that on an after tax basis the net amount of the dividends received by the holder on the preferred shares from the original issue date is the same as it would have been had we been a U.S. corporation. The make-whole dividend can be paid, at our option, in cash, common shares or a combination of both. If, however, the common shares issued to the holder would be “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act, such common shares must be covered by an effective registration statement permitting them to be freely tradable. In addition, any common shares so issued will be valued for purposes of the make-whole dividend at 97% of the
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Stock options | | Appendix A
• The holder receives common shares when options are exercised upon payment of the exercise price average volume weighted average price of our common shares over the five consecutive trading days prior to the delivery of such shares. The make-whole dividends are payable not later than 75 days after the close of each fiscal year starting with the fiscal year that includes the third anniversary of the original issue date. The right to receive the make-whole dividends shall terminate if and at the time that 100% of the outstanding preferred shares are no longer held by Berkshire or any one of its subsidiaries; provided, however, that in the event of a redemption of preferred shares or a liquidation, dissolution or winding up of our affairs, a final make-whole dividend for the year of redemption or liquidation will be computed and paid with respect to all preferred shares subject to the redemption, and in the case of a liquidation, with respect to all preferred shares.
No dividend may be declared or paid on common shares of RBI until a dividend is declared or paid on the RBI preferred shares. In addition, if holders of at least a majority of the outstanding preferred shares have delivered a notice to exercise their right to have RBI redeem the RBI preferred shares, no dividend may be declared or paid on our common shares (except that dividends declared on our common shares prior to the date of such delivery may be paid), unless on the date of such declaration or payment all RBI preferred shares subject to such notice have been redeemed in full.
Redemption
The RBI preferred shares may be redeemed at our option, in whole or in part, at any time on and after the third anniversary of their original issuance on the closing date of the Transactions. After the tenth anniversary of the original issue date, holders of not less than a majority of the outstanding RBI preferred shares may cause us to redeem the RBI preferred shares at a redemption price of 109.9% of the amount of the purchase price per RBI preferred share plus accrued and unpaid dividends and unpaid make-whole dividends. Holders of RBI preferred shares also hold a contingently exercisable option to cause us to redeem their preferred shares at the redemption price in the event of a change in control. In the event that a triggering event (as defined below) is announced, the holders of not less than a majority of the RBI preferred shares may require us, to the fullest extent permitted by law, to redeem all of the outstanding RBI preferred shares of such holders at a price equal to the redemption price for each redeemed share on the date of the consummation of the triggering event. For this purpose, a “triggering event” means the occurrence of one or more of the following: (i) the acquisition of RBI by another entity by means of a merger, amalgamation, arrangement, consolidation, reorganization or other transaction or series of related transactions if RBI’s shareholders constituted immediately prior to such transaction or series of related transactions hold less than 50% of the voting power of the surviving or acquiring entity; (ii) the closing of the transfer, in one transaction or a series of related transactions, to a person or entity (or a group of persons or entities) of RBI’s securities if, after such closing, RBI’s shareholders constituted immediately prior to such transaction or series of related transactions hold less than 50% of the voting power of RBI or its successor; or (iii) a sale, license or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of RBI. Once a RBI preferred share has been redeemed in full, it must be cancelled and may not be reissued.
Voting Rights
• Except as otherwise provided by law, the holders of RBI preferred shares are entitled to (i) receive notice of and to attend all meetings of the shareholders of RBI that the holders of the RBI common shares and the special voting share are entitled to attend, (ii) receive copies of all notices and other materials sent by RBI to its shareholders relating to such meetings, and (iii) vote at such meetings. At any such meeting, the holders of the RBI preferred shares are entitled to cast one vote for each RBI preferred share entitled to vote. In addition, Berkshire has agreed with RBI that (i) with respect to preferred shares representing 10% of the total votes attached to all voting shares of RBI, Berkshire may vote such shares with respect to matters on which it votes as a class with all RBI voting shares, in any manner it wishes and (ii) with respect to preferred shares representing in excess of 10% of the total votes attached to all voting shares of RBI, Berkshire will vote such shares with respect to matters on which it votes as a class with all RBI voting shares, in a manner proportionate to the manner in which the other holders of voting shares voted in respect of such matter. This voting agreement does not apply with respect to special approval matters.
Appendix A
Except as otherwise required by law or the special approval mattersunder certain circumstances described in the next paragraph below,2023 Omnibus Plan, the RBI common shares, the special voting share and the RBI preferred shares shall vote together as a single class.
So long as any RBI preferred shares are outstanding, the vote or consentterm of the holders of a majority of the outstanding RBI preferred shares, separately as a class, shall be necessary for effecting or validating any of the following matters (“special approval matters”):
› | | Authorization, Creation or Issuance of Shares of RBI. Any amendment or alteration of the articles of amendment of RBI to (i) authorize or create, or increase the authorized amount of, any shares of any class or series of shares of RBI, or the issuance of any shares of any class or series of shares of RBI, in each case, ranking senior to or equally with the RBI preferred shares with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of RBI, or having or sharing any voting or consent rights with respect to any special approval matter or (ii) decrease the authorized amount of RBI common shares; |
› | | Authorization or Issuance of Additional RBI Preferred Shares or Certain Other Shares. The authorization or issuance of (or obligation to issue) (i) any RBI preferred shares in addition to the RBI preferred shares authorized and issued on the original issue date, (ii) any shares of any class or series of shares of RBI ranking equally with or senior to the RBI preferred shares with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of RBI, or (iii) any shares of any class or series of shares of RBI that is not perpetual and has a term that ends on or before the eleventh anniversary of the original issue date, or provides for mandatory redemption thereof on any date on or before the eleventh anniversary of the original issue date, or provides for any right of the holder thereof to put such shares to RBI or otherwise cause or require the purchase of such shares by RBI on or before the eleventh anniversary of the original issue date, or that is convertible or exchangeable into any of the foregoing; |
› | | Amendments. Any amendment, alteration or repeal of any provision of the terms of the RBI preferred shares set out in the articles of amendment of RBI or other amendment, alteration or repeal of the articles of amendment or bylaws of RBI that affects or changes the rights, preferences, privileges or powers of the RBI preferred shares; and |
› | | Share Exchanges, Reclassifications, Mergers, Amalgamations and Consolidations. Any consummation of a share exchange or reclassification involving the RBI preferred shares, or of a merger, amalgamation, arrangement or consolidation of RBI with another corporation or other entity, unless as a result thereof (x) the RBI preferred shares remain outstanding or are converted into or exchanged for preference securities of the surviving entity with rights, preferences, privileges and powers substantially identical to those of the RBI preferred shares, and (y) there is no other class or series of equity outstanding that would not be permitted to be issued and outstanding as described under “Ranking” below or the issuance of which would be a special approval matter if the same were to be issued by RBI on the date of consummation of such exchange, reclassification, merger, amalgamation, arrangement or consolidation (provided, that if pursuant to such transaction the holders of RBI preferred shares hold preference securities in a surviving entity, the equity of such surviving entity shall also comply with the requirements of this clause (y)). |
No other class or series of shares of RBI shall have or share any voting or consent rights with the holders of RBI preferred shares with respect to any special approval matter.
Transfer
The RBI preferred shares are subject to restrictions on transfer. Berkshire has agreed in the securities purchase agreement that, until the fifth anniversary of the closing of the Transactions, it mayeach option will not transfer the RBI preferred shares without the consent of the holders of at least 25% of the RBI common shares (except to a subsidiary in which it owns at least 80% of the equity interests). On or after such fifth anniversary, Berkshire (or any such subsidiary) may transfer the RBI preferred shares provided that any such transfer must be in minimum increments of at least $600,000,000 of aggregate liquidation value.
Appendix B
exceed 10 years APPENDIX B• The Committee fixes the vesting conditions it deems appropriate when granting options
RESTAURANT BRANDS INTERNATIONAL INC.
2014 OMNIBUS INCENTIVE PLAN (AS PROPOSED TO BE AMENDED AND RESTATED)
Amended and Restated June 9, 2016
Section 1. Purpose.• The purpose of the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan is to attract, retain and reward those employees, directors and other individuals who are expected to contribute significantly to the success of the Company and its Affiliates, to incentivize such individuals to perform at the highest level, to strengthen the mutuality of interests between such individuals and the Company’s stockholders and, in general, to further the best interests of the Company and its shareholders.
Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:
“Act” shall mean the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgatedexercise price per share under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
“Affiliate” shall mean: (i) any entity that, directly or indirectly, controls (as well as is controlled by or under common or joint control with) the Company; or (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee; provided that, unless otherwise determined by the Committee, the Shares subject to any Options or SAR that are granted to a service provider of an Affiliate constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Award to the excise tax under Section 409A of the Code.
“Award” shall mean any Option, Stock Appreciation Right, award of Restricted Stock, Restricted Stock Unit, Deferred Stock, annual or long-term Performance Award, Other Stock-Based Award or Cash-Based Award granted under the Plan, which may be denominated or settled in Shares, cash, equity interests in any entity with respect to which the Company holds, directly or indirectly, a controlling interest, whether such entity is a corporation, partnership or other entity, or in such other forms as provided for herein. All Awards shall be granted by an Award Agreement.
“Award Agreement” shall mean the agreement (whether in written or electronic form) or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.
“Beneficiary” shall mean a person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such person is named by a Participant, such individual’s Beneficiary shall be the individual’s estate.
“Blackout Period” means a period when the Participant is prohibited from trading in the Company’s securities pursuant to securities regulatory requirements or the Company’s insider trading policy or other applicable policy or requirement of the Company.
“Board” shall mean the board of directors of the Company.
“Cash-Based Award” means an Award granted pursuant to Section 11 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.
Appendix B
“Change in Control” shall mean the occurrence of:
(i) any “person” (as defined in Section 13(d) of the Act) (other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Shares of the Company) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 50% of the combined voting power of the Company’s then outstanding securities (excluding any “person” who becomes such a beneficial owner (x) in connection with a transaction described in clause (A) of paragraph (ii) below or (y) in connection with a distribution to them in their capacity as a member or partner (whether general or limited partners) in 3GRestaurant Brands Holdings LP, a limited partnership formed under the laws of the Cayman Islands (“3G”));
(ii) the consummation of (A) a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or any parent thereof) more than 20% of the combined voting power or the total fair market value of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in paragraph (i) of this definition) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or
(iii) a complete liquidation or dissolution of the Company or the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; other than such liquidation, sale or disposition to a person or persons who beneficially own, directly or indirectly, more than 20% of the combined voting power of the outstanding voting securities of the Company at the time of the sale.
Notwithstanding the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. Any reference to any section of the Code shall also be a reference to any successor provision and any treasury regulation promulgated thereunder.
“Committee” shall mean the Compensation Committee of the Board or such other committee as may be designated by the Board. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board.
“Company” shall mean Restaurant Brands International Inc.
“Consultant” means a person or corporation engaged by the Company to provide services for an initial, renewable or extended period of 12 months or more.
“Covered Employee” means an individual who is (i) a “covered employee” within the meaning of Section 162(m)(3) of the Code, or any successor provision thereto and (ii) any individual who is designated by the Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected to be a “covered employee” with respect to the taxable year of the Company in which any applicable Award will be paid.
“Deferred Stock” shall mean a right to receive Shares or other Awards or a combination thereof at the end of a specified deferral period, granted under Section 9.
Appendix B
“Dividend Equivalent” means a right, granted to a Participant under the plan, to receive cash, shares, other Awards or other property equal in value to dividends paid with respect to Shares.
“Effective Date” shall mean the “Closing Date” as defined in the Arrangement Agreement dated August 26, 2014 among the Company, Burger King Worldwide, Inc. and Tim Hortons Inc.
“Fair Market Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code, any regulations issued thereunder or other applicable law, as of any date and except as provided below, the last sales price reported for the Shares on the applicable date: (i) as reported on the TSX, in the case of a Canadian Participant; or (ii) the NYSE in the case of a U.S. Participant or other Participant who is not a Canadian Participant; or (iii) if the Shares are not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code and any other applicable law. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or its designee, as applicable, or, if not a day on which the applicable market is open, the next day that it is open.
“Incentive Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that is intended to be and is designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.
“NYSE” means the New York Stock Exchange.
“Non-Qualified Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that is not an Incentive Stock Option.
“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.
“Other Stock-Based Award” means an Award granted pursuant to Section 11 of the Plan.
“Participant” shall mean the recipient of an Award granted under the Plan.
“Performance Award” means an Award granted pursuant to Section 10 of the Plan.
“Performance Goals” means goals established by the Committee as contingencies for Awards to vest and/ or become exercisable or distributable based on one or more of the performance goals set forth in Exhibit A hereto.
“Performance Period” means the period establisheddetermined by the Committee at the time any Performance Award is granted or at any time thereafter during which any Performance Goals specified byof original grant, however the Committee with respect to such Award are measured or must be satisfied.
“Plan” shall mean the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan, as the same may be amended from time to time.
“Prior Plan Award” shall mean a grant of a restricted stock unit, an option or other stock based award granted under a Prior Plan.
“Prior Plans” shall mean the Company’s 2006 Stock Incentive Plan, the Company’s 2012 Stock Incentive Plan, the Company’s 2011 Omnibus Incentive Plan, and the Company’s Amended and Restated 2012 Omnibus Incentive Plan, each as amended effective as of the Effective Date.
“Restricted Stock” shall mean any Share granted under Section 8.
“Restricted Stock Unit” shall mean a contractual right granted under Section 8 that is denominated in Shares. Each Restricted Stock Unit represents a right to receive one Share or the value of one Share upon the terms and conditions set forth in the Plan and the applicable Award Agreement.
Appendix B
“Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Act as then in effect or any successor provision.
“SAR” or “Stock Appreciation Right” shall mean any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 5(c), shallwill not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be.
“Securities Act” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
“Service” shall mean the active performance of services for the Company or an Affiliate by a person who is an employee or director of the Company or an Affiliate. Notwithstanding the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a termination of “Service” under the Plan for purposes of payment of such Award unless such event is also a “separation from service” within the meaning of Section 409A of the Code.
“Shares” shall mean shares of the common stock of the Company.
“Subsidiary” shall mean any corporation of which stock representing at least 50% of the ordinary voting power is owned, directly or indirectly, by the Company.
“Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.
“Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether forfair market value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.
“TSX” means the Toronto Stock Exchange.
Section 3. Eligibility.
(a) Any employee, director, Consultant or other advisor of, or any other individual who provides services to, the Company or any Affiliate, shall be eligible to be selected to receive an Award under the Plan. Notwithstanding the foregoing, only eligible employees of the Company, its subsidiaries and its parent (as determined in accordance with Section 422(b) of the Code) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.
(b) An individual who has agreed to accept employment by the Company or an Affiliate shall be deemed to be eligible for Awards hereunder as of the date of such acceptance; provided that vesting and exercise of Awards granted to such individual are conditioned upon such individual actually becoming an employee of the Company or an Affiliate.
(c) Holders of Options and other types of Awards granted by a company acquired by the Company or with which the Company combines are eligible for grant of Substitute Awards hereunder.
Appendix B
Section 4. Administration.
(a) The Plan shall be administered by the Committee. The Committee shall be appointed by the Board and shall consist of not less than two directors. To the extent required by applicable law, rule or regulation, it is intended that each member of the Committee shall qualify both as a “non-employee director” under Rule 16b-3 and an “outside director” under Section 162(m) of the Code. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify. The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. The Committee may delegate to one or more officers of the Company the authority to grant Awards except that such delegation shall not be applicable to any Award for a person then covered by Section 16 of the Act or a Covered Employee. The Committee may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine.
(b) Subject to Section 15, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. To the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3, and with respect to Awards intended to be “performance-based,” the applicable provisions of Section 162(m) of the Code, and the Plan shall be limited, construed and interpreted in a manner so as to comply therewith.
(c) Subject to the terms of the Plan and applicable law and the rules of the TSX and in addition to those authorities provided in Section 4(c), the Committee (or its delegate) shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the Shares relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion); (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee, taking into consideration the requirements of Section 409A of the Code; (vii) determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award; (viii) to determine whether an Option is an Incentive Stock Option or Non-Qualified Option; (ix) to modify, extend or renew an Award, provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant and provided that such extension of the Award does not benefit an Insider (as defined in Section 21 of the Plan); (x) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (xi) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xii) solely to the extent permitted by applicable law and the rules of the TSX, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Options
Appendix B
or acquire Shares under the Plan; (ix) to permit accelerated vesting or lapse of restrictions of any Award at any time; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
(d) All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the shareholders and the Participants.
Section 5. Shares Available for Awards; Per Person Limitations.
(a) Subject to adjustment as provided below, the maximum number of Shares available for issuance under the Plan is15,000,000 Shares.equal to (i) 15,000,000, plus (ii) any Shares subject to Prior Plan Awards which, on or after the Effective Date, cease for any reason to be subject to such Prior Plan Awards other than by reason of exercise or settlement of the Prior Plan Awards to the extent they are exercised for or settled in Shares reserved under a Prior Plan or settled pursuant to the exercise of a stock appreciation right issued in tandem with the Prior Plan Award. The maximum possible number of Shares subject to Prior Plan Awards that could be made available for purposes of the Plan is 18,769,078. Therefore, the maximum number of Shares available for issuance under the Plan is 33,769,078.The maximum number of these reserved Shares with respect to which Incentive Stock Options may be granted under the Plan shall be 15,000,000 Shares. With respect to Stock Appreciation Rights settled in Shares, upon settlement, only the number of Shares delivered to a Participant (based on the difference between the Fair Market Value of the Shares subject to such Stock Appreciation Rightcommon share on the date such Stock Appreciation Rightthe option is exercised and the exercise price of each Stock Appreciation Right on the date such Stock Appreciation Right was awarded) shall count against the aggregate and individual share limitations set forth under this Section 5. If any Option, Stock Appreciation Right or Other Stock-Based Awards granted under the Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of Shares underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in Shares awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in Shares shall again be available for purposes of Awards under the Plan. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations.
(b) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.
(c) To the extent required by Section 162(m) of the Code for Awards under the Plan to qualify as “performance-based compensation,” the following individual Participant limitations shall apply:
(i) The maximum number of Shares subject to any Award of Options, or Stock Appreciation Rights, shares of Restricted Stock, Restricted Stock Units or Other Stock-Based Awards for which the grant of such Award or the lapse of the relevant restriction period is subject to the attainment of Performance Goals in accordance with Section 10 which may be granted under the Plan during any fiscal year of the Company to any Participant shall be 2,000,000 Shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 5(d)) provided that the maximum number of Shares for all types of Awards granted to any Participant does not exceed 2,000,000 Shares (which shall be subject to any further increase or decrease pursuant to Section 5(d)) during any fiscal year of the Company. If a Stock Appreciation Right is granted in tandem with an Option, it shall apply against the Participant’s individual share limitations for both Stock Appreciation Rights and Options.
(ii) There are no annual individual share limitations applicable to Participants on Restricted Stock, Restricted Stock Units or Other Stock-Based Awards for which the grant, vesting or payment (as applicable) of any such Award is not subject to the attainment of Performance Goals.
(iii) The maximum number of Shares subject to any Performance Award which may be granted under the Plan during any fiscal year of the Company to any Participant shall be 2,000,000 Shares (which shall be subject to any further increase or decrease pursuant to Section 5(d)) with respect to any fiscal year of the Company.
Appendix B
(iv) The maximum value of a cash payment made under a Performance Award which may be granted under the Plan with respect to any fiscal year of the Company to any Participant shall be $10,000,000.
(v) The individual Participant limitations set forth in this Section 5(c) (other than Section 5(c)(iii)) shall be cumulative; that is, to the extent that Shares for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in a fiscal year, the number of Shares available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until used.
(d) Changes
(i) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the shareholders of the Company to make or authorize (a) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (b) any merger or consolidation of the Company or any Affiliate, (c) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares (d) the dissolution or liquidation of the Company or any Affiliate, (e) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (f) any other corporate act or proceeding.
(ii) Subject to the provisions of Section 5(d)(iv), if there shall occur any such change in the capital structure of the Company by reason of any stock split, reverse stock split, stock dividend, extraordinary dividend, subdivision, combination or reclassification of shares that may be issued under the Plan, any recapitalization, any merger, any consolidation, any spin off, any reorganization or any partial or complete liquidation, or any other corporate transaction or event having an effect similar to any of the foregoing (a “Corporate Event”), then (i) the aggregate number and/or kind of shares that thereafter may be issued under the Plan, (ii) the number and/ or kind of shares or other property (including cash) to be issued upon exercise of an outstanding Award granted under the Plan, and/or (iii) the purchase price thereof, shall be appropriately adjusted. In addition, subject to Section 5(d)(iv), if there shall occur any change in the capital structure or the business of the Company that is not a Corporate Event (an “Other Extraordinary Event”), including by reason of any ordinary dividend (whether cash or stock), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of stock, or any sale or transfer of all or substantially all of the Company’s assets or business, then the Committee, in its sole discretion, may adjust any Award and make such other adjustments to the Plan. Any adjustment pursuant to this Section 5(d) shall be consistent with the applicable Corporate Event or the applicable Other Extraordinary Event, as the case may be, and in such manner as the Committee may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan. Any such adjustment determined by the Committee shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Except as expressly provided in this Section 5(d) or in the applicable Award Agreement, a Participant shall have no rights by reason of any Corporate Event or any Other Extraordinary Event.
(iii) Fractional shares of Shares resulting from any adjustment in Awards pursuant to Section 5(d)(i) or Section 5(d)(ii) shall be aggregated until, and eliminated at, the time of exercise by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.
(iv) In the event of a merger or consolidation of the Company or in the event of any transaction that results in the acquisition of substantially all of the Company’s outstanding Shares by a single person or entity or by a group of persons and/or entities acting in concert, or in the event of the sale or transfer of all or substantially all of the Company’s assets (all of the foregoing being referred to as an “Acquisition Event”), then the Committee may, in its sole discretion, terminate all outstanding and unexercised Options, Stock Appreciation Rights, or any Other Stock-Based Award that provides for a Participant elected exercise, effective as of the date of the Acquisition Event, by (i) cashing-out such Awards upon the date of consummation of the Acquisition Event,
Appendix B
or (ii) delivering notice of termination to each Participant at least 5 days prior to the date of consummation of the Acquisition Event, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Acquisition Event, each such Participant shall have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Acquisition Event, and, provided that, if the Acquisition Event does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void. If an Acquisition Event occurs but the Committee does not terminate the outstanding Awards pursuant to this Section 5(d)(iv), then the provisions of Section 5(d)(ii) and Section 13 shall apply.
(e) Shares underlying Substitute Awards and Shares underlying awards that can only be settled in cash shall not reduce the number of Shares remaining available for issuance under the Plan.
(f) Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued Shares are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law and the rules of the TSX.
(g) The maximum number of Shares subject to any Award which may be granted under the Plan during any fiscal year of the Company to any director shall be 1,000,000 Shares (which shall be subject to any further increase or decrease pursuant to Section 5(d)).
Section 6. Options.
The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) The purchase price per Share under an Option shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such purchase price shall not be less than the 100% (or 110% in the case of an Incentive Stock Option granted to a person owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its subsidiaries or its parent, determined in accordance with Section 422(b)(6)) of the Code) of the Fair Market Value of a Share on the date of grant of such Option.
(b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant thereof. Notwithstanding the foregoing, if the term of an Option (other than an Incentive Stock Option) held by any Participant not subject to Section 409A of the Code would otherwise expire during, or within ten business days of the expiration of a Blackout Period applicable to such Participant, then the term of such Option shall be extended to the close of business on the tenth business day following the expiration of the Blackout Period.
(c) The Committee shall determine the time or times at which an Option may be exercised in whole or in part.
(d)• To the extent vested and exercisable, Optionsoptions may be exercised in whole or in part at any time during the Option term, by giving writtenproviding notice of exercise to the Company specifying the number of Shares to be purchased. Such notice shall be accompanied byand payment in
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Appendix C | | | Awards Granted | | | | | | | full of the purchase price, which can be paid as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company;RBI; (ii) solely to the extentas permitted by applicable law if the Shares are traded on a national securities exchange, and the Committee, authorizes, through a procedure wherebypayment by the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price;participant’s broker; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, having the CompanyRBI withhold Sharescommon shares issuable upon exercise of the Option,option, or by payment in full or in part in the form of Sharescommon shares owned by the Participant,participant, based on the Fair Market Valuemarket value of the Sharescommon shares on the payment date as determined by the Committee). No Shares shall be issued until payment therefor, as provided herein, has been made or provided for. |
Stock appreciation rights (SARs) | | Appendix B
• The Committee may grant stock appreciation rights (“SARs”) under the 2023 Omnibus Plan (e) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant Employee during any calendar year under the Plan and/or any other stock option plan of the Company, any subsidiary or any parent exceeds $100,000, such Options shall be treated as Non-Qualified Options. Should any provision of the Plan not be necessary in order for the Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company, subject to the rules of the TSX. Should any provision of the Plan not be necessary in order for the Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company, subject to the rules of the TSX. To the extent that any such Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option.
Section 7. Stock Appreciation Rights.
(a) The Committee is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan.
(b)• SARs may be granted hereunder to Participantsparticipants either alone (“freestanding”) or in addition to other Awardsawards granted under the 2023 Omnibus Plan (“tandem”) and may, but need
• Except under certain circumstances described in the 2023 Omnibus Plan, a freestanding SAR will not relate tohave a specific Options granted under Section 6.term of greater than ten years (c) Any tandem
• Unless it is a substitute award, a freestanding SAR related to an Option may be granted atwill not have a grant price less than the same time such Option is granted tofair market value of the Participant.share on the date of grant • In the case of any tandem SAR related to any Option,an option, the SAR or applicable portion thereof shallwill not be exercisable until the related Option or applicable portion thereofoption is exercisable and shallwill terminate, and no longer be exercisable, upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not covered by the SAR. Any Option related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised.option. | | | (d) A freestanding SAR shall not have a term of greater than 10 years or, unless it is a Substitute Award, an exercise price less than 100% of Fair Market Value of the Share on the date of grant. Notwithstanding the foregoing, if the term of a SAR held by any Participant not subject to Section 409A of the Code would otherwise expire during, or within ten business days of the expiration of a Blackout Period applicable to such Participant, then the term of such SAR shall be extended to the close of business on the tenth business day following the expiration of the Blackout Period.
Section 8. Restricted Stock and Restricted Stock Units.
(a) The Committee is hereby authorized to grant Awards of Restricted Stock and Stock/Restricted Stock Units to Participants.(RSUs)
| | (b)• Shares of Restricted Stockrestricted stock and Restricted Stock Units shallrestricted stock units (“RSUs”) will be subject to suchany restrictions asthat the Committee may impose, (including, without limitation,including any limitation on the right to vote a Shareshare of Restricted Stock orrestricted stock, the right to receive any dividend or dividend equivalent, or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.
(c) Any share of Restricted Stock granted under the Plan may be evidencedchoose to settle RSUs in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stockcash
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Deferred Stock | | Appendix B
granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. If• Deferred stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is forfeited in whole or part.
(d) The Committee may in its discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.
(e) The Committee, in its discretion, may award Dividend Equivalents with respect to Awards of Restricted Stock Units. The entitlements on such Dividend Equivalents will not be available until the vesting of the Award of Restricted Stock Units.
(f) If the Committee intends that an Award under this Section 8 shall constitute or give rise to “qualified performance based compensation” under Section 162(m) of the Code, such Award may be structured in accordance with the requirements of Section 10, including without limitation, the Performance Goals and the Award limitation set forth therein, and any such Award shall be considered a Performance Award for purposes of the Plan.
Section 9. Deferred Stock. The Committee is authorized to grant Deferred Stock to Participants, subject to the following terms and conditions:
(a) Deferred Stock shall be settled upon expiration of the deferral period specified for an Award of Deferred Stockaward by the Committee (or, if permitted by the Committee, as elected by the Participant).
• In addition, Deferred Stock shalldeferred stock will be subject to suchany restrictions on transferability, risk of forfeiture and other restrictions if any, asthat the Committee may impose which restrictions may lapse atand, the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, and under such other circumstances as the Committee may determine at the date of grant or thereafter. Deferred Stock may be satisfied by delivery of Shares, other Awards, or a combination thereof, as determined by the Committee at the date of grant or thereafter. (b) The Committee, in its discretion, may award Dividend Equivalentsdividend equivalents with respect to Awardsawards of Deferred Stock. The entitlements on such Dividend Equivalents will not be available until the expiration of the deferral period for the Award of Deferred Stock.deferred stock
| | | Section 10. Performance Awards.awards
| | (a)• The Committee may grant a Performance Awardperformance award to a Participantparticipant payable upon the attainment of specific Performance Goals.performance goals
| | | Other awards | | • The Committee may grant Performance Awardsother awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, as well as Performance Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code. If the Performance Award is payable in shares of Restricted Stock, such shares shall be transferable to the Participant only upon attainment of the relevant Performance Goal in accordance with Section 8. If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in such form that is not inconsistent with the Plan and that the Committee may from time to time approve. With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall condition the right to payment of any Performance Award upon the attainment of objective Performance Goals established pursuant to Section 10(b)(iii).
Appendix B
(b)Terms and Conditions. Performance Awards awarded pursuant to this Section 10 shall be subject to the following terms and conditions:
(i)Earning of PerformanceAward. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals established pursuant to Section 10(b) are achieved and the percentage of each Performance Award that has been earned.
(ii)Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period.
(iii)Objective Performance Goals, Formulae or Standards. With respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the earning of Performance Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) the impact of any of the following that the Committee determines to be appropriate: (i) corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances,
(ii) restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges as described in Accounting Principles Board Opinion No. 30 and/or management’s discussion and analysis of financial condition and results of operations appearing or incorporated by reference in the Company’s Form 10-K for the applicable year; (iii) an event either not directly related to the operations of the Company or any of its Affiliates or not within the reasonable control of the Company’s management, (iv) a change in tax law or accounting standards required by generally accepted accounting principles, or (v) such other exclusions or adjustments as the Committee specifies at the time the Award is granted. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.
(c)Dividends.Unless otherwise determined by the Committee in an Award Agreement, amounts equal to dividends declared during the Performance Period with respect to the number of Shares covered by a Performance Award will not be paid to the Participant. In all cases, such dividends would not become payable until the expiration of the applicable Performance Period.The Committee may, in its discretion, award Dividend Equivalents with respect to Performance Awards. Except as otherwise specified in a Performance Award Agreement, the entitlements on such Dividend Equivalents shall be subject to the same vesting conditions and shall be settled at the same times that apply with respect to the underlying Performance Award.
(d)Payment. Following the Committee’s determination in accordance with Section 10(b)(i) the Company shall settle Performance Awards, in such form (including, without limitation, in Shares or in cash) asdetermined by the Committee, in an amount equal to such Participant’s earned Performance Awards. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned Performance Awards and/or subject the payment of all or part of any Performance Award to additional vesting, forfeiture and deferral conditions as it deems appropriate.
(e)Termination. Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s termination of Service for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.
(f)Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award.
Appendix B
Section 11. Other Stock-Based and Cash Based Awards.
(a) The Committee is authorized, subject to limitations under applicable law and the rules of the TSX, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Sharesshares or factors that may influence the value of Shares, including, without limitation, convertibleshares
• The Committee is also permitted to grant cash-based awards to participants and determine any conditions or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performanceterms of the Company or business units thereof, Shares awarded purely as a bonus and not subjectsuch awards • The Committee is also permitted to restrictions or conditions,grant equity interests in any entity with respect to which the CompanyRBI holds, directly or indirectly, a controlling interest, whether such entity is a corporation, partnership, or other entity,entity. a performance award to a participant payable upon the attainment of specific performance goals |
Appendix C | | | Awards Granted | | | | | Issue limits | | • The number of shares that may be issued under all of RBI’s security-based compensation plans to directors and senior officers of RBI or any other factors designated by the Committee. The Committee shall determine the termsits subsidiaries, 10% shareholders of RBI, and conditionsaffiliates of such Awards. Shares delivered pursuant to an Awardpersons may not exceed 10% of RBI’s issued and outstanding common shares at any time or within a one-year period | | | Issuing common shares | | • We can issue any combination of the following kinds of common shares: • authorized for issue but not yet issued • acquired by RBI • If we issue common shares in the nature of a purchase right granted under this Section 11 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards, notes, or other property, as the Committee shall determine. Unless otherwise determined by the Committee in an Award Agreement, the recipientsettlement of an Award under this Section 11 shall not be entitled to receive, currentlyoption or on a deferred basis, dividends or Dividend Equivalents in respect ofSAR, the number of Shares coveredcommon shares available for issue under the 2023 Omnibus Plan will be reduced by the Award. In all cases, such dividendssame number of shares issued in settlement
| | | Value of awards | | • Fair market value of common shares on any relevant grant date means the closing price of our common shares on the TSX (for Canadian participants) or Dividend Equivalents would not become payable until the expirationNYSE (for non-Canadian participants) on the trading day immediately prior to the relevant grant date | | | Clawback and forfeiture | | • Any award granted is subject to mandatory repayment or forfeiture by the participant to RBI, as applicable, if required pursuant to the terms of the RBI clawback policy or any applicable performance period. An Other Stock-Based Award that islaw rule or regulation which imposes mandatory recoupment under the circumstances • The Committee also reserves the right in an award agreement to cause the formforfeiture of the gain realized by a grant of an equity interest in any entityparticipant with respect to whichan award on account of actions taken, or failed to be taken, by such participant in breach of their obligations under applicable company agreements, obligations or policies | | | Termination of awards | | • If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the Company holds, directly or indirectly, a controlling interest, may be granted in exchangecommon shares subject to that award shall remain available for replacement of, or substitution for an Award previously grantedissuance under the 2023 Omnibus Plan | | | Termination of employment | | • The 2023 Omnibus Plan (or any predecessor plan) or Substitute Award; provided, that, if such Award or Substitute Award is a stock option or a stock appreciation right, then the Other Stock-Based Award granted in exchange, replacement, or substitution thereof, may not have the economic effect of reducing the exercise price or term of such Award or Substitute Award. (b) The Committee may from time to time grant Cash-Based Awards to Participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions,provides the Committee may accelerate the vesting of such Awards atwith discretion to provide in any time in its sole discretion. The grant of a Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.
(c) Notwithstanding any other provision of the Plan, when an Award with an exercise price is granted under the Plan and the exercise of the Award by the Participant may result in the issuance of Shares to the Participant, the exercise price (taking into account any conversion, exchange or other substitutions) of the Award may not be less than the Fair Market Value of a Share on the date of grant of the Award.
Section 12. Effect of Termination of Service on Awards. The Committee may provide, by rule or regulationaward agreement, or in any Award Agreement, or may determine in anyan individual case, the circumstances in which Awardsawards shall be exercised, vested, paid or forfeited in the event a Participantparticipant ceases to provide Serviceservice to the CompanyRBI prior to exercise or any Affiliate prior tosettlement or the end of a performance period or exercise or settlement of such Award.
| | | Section 13. Change in Control Provisions. Incontrol
| | • Unless otherwise provided in an award agreement, in the event of a Changechange in Control, and except as otherwise provided by the Committee in an Award Agreement,control a Participant’sparticipant’s unvested Award shallaward will be treated in accordance with one of the following methods as determined by the Committee: (a) Awards,
• awards, whether or not then vested, shallwill be continued, assumed or have new rights substituted therefor or be treated in accordance with Section 5(d) hereof, as determined by the Committee, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Shares on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).
Appendix B
(b) The• the Committee, in its sole discretion, may provide for the purchase of any Awardsawards by the CompanyRBI or an Affiliateaffiliate for an amount of cash (either on a current basis or, to the extent such right does not subject the Award to the excise tax under Section 409A of the Code, a deferred basis) equal to the excess of the Changechange in Control Price (as defined below)control price of the Sharesshares covered by such Awards,awards, over the aggregate exercise price of such Awards. For purposes of this Section 13(b), “Change in Control Price” shall mean the highest price per Share paid in any transaction related to a Change in Control of the Company.awards; or
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Appendix C | | | (c) IfAwards Granted
| | | | | | | • if and to the extent that the approach chosen by the Committee results in an acceleration or potential acceleration of the exercisability,exercise, vesting or settlement of any Award,an award, the Committee may impose such conditions upon the exercise, vesting and/or settlement of the Award (including without limitation a requirement that some or all of the proceeds from the accelerated portion of the Award be held in escrow and/or remain subject to risks of forfeiture or other conditions)such award as it shall determine; provided that those risksdetermines | | | Financial Assistance | | • The 2023 Omnibus Plan does not include provisions to provide financial assistance to participants to facilitate the exercise of forfeiture or other conditions are not in the good faith judgment of the Committee more restrictive than those under the original terms of the Award Agreement and do not result in any violation of Section 409A of the Code. The Committee shall give written notice of any proposed transaction referred to in this Section 13(c) at a reasonable period of time prioroptions | | | Making changes to the closing date for such transaction (which notice may be given either before or after the approval2014 Omnibus Plan | | • The board of such transaction), in order that Participants may have a reasonable perioddirectors of time prior to the closing date of such transaction within which to exercise any Awards that are then exercisable (including any Awards that may become exercisable upon the closing date of such transaction). A Participant may condition his or her exercise of any Awards upon the consummation of the transaction. Section 14. General Provisions Applicable to Awards.
(a) Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
(b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
(c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee and in compliance with Section 409A of the Code. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest (or no interest) on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.
(d) Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner other than by will or the law of descent, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person, and (ii) each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.
(e) A Participant may designate a Beneficiary or change a previous beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee
Appendix B
for that purpose. If no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, the Beneficiary shall be the Participant’s estate.
(f) All certificates for Shares and/or Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
(g) The Committee may impose restrictions on any Award with respect to non-competition, confidentiality and other restrictive covenants, as it deems necessary in its sole discretion and/or for the clawing back of any rights or benefits under any Awards as a result of any breaches of any of the foregoing covenants and/or for any reasons specified in the Award Agreement or in any employment or other agreement between the Company or any Affiliate and the Participant, and/or for clawing back any rights or benefits under any Awards to the extent provided under any Company policies (including without limitation any policies adopted or amended to comply with applicable securities or other laws or stock exchange requirements, whether those policies were adopted or amended before or after the date on which the Award was granted).
Section 15. Amendments and Termination.
(a) The BoardRBI may amend, alter, suspend, discontinue or terminate the 2023 Omnibus Plan, and any outstanding Awards granted hereunder, in whole or in part, at any time, without notice to or approval by the shareholders of the Company, for any purpose whatsoever, provided that all material amendments to the 2023 Omnibus Plan shall require the prior approval of the shareholders of the Company and must comply with the rules of the TSX.TSX
• The following changes require approval by our Board and our shareholders: • an increase in the maximum number of common shares that may be made the subject of awards under the 2023 Omnibus Plan • making a change or adjustment (other than for a stock dividend, recapitalization, or other transaction where an adjustment is permitted or required under the terms of the plan) that reduces or would have the effect of reducing the exercise price of an option or SAR granted under the plan, whether through amendment, cancellation or replacement grants, or other means • increasing the limits on awards that can be made to participants • extending the term of an outstanding option or SAR beyond its expiration date, except as specified for awards that expire outside of an established trading window • making a change that would permit options granted under the plan to be transferred or assigned other than to settle an estate • changing the plan’s amendment provisions that is not either for “housekeeping” purposes or to maintain compliance with applicable laws or regulations • Examples of changes the types of amendments that are not material that the Board is entitled toCommittee can make without shareholder approval include, without limitation, the following:approval: (i)
• ensuring continuing compliance with applicable law, the rules of the TSX or other applicable stock exchange rules and regulations or accounting or tax rules and regulations;regulations (ii) amendments
• minor changes of a “housekeeping” nature which include amendments to correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement in the manner and to the extent it shall deem desirable to carry the Plan into effect; (iii)
• changing the vesting provision of the 2023 Omnibus Plan or any Award, (subject to the limitations for Awards subject to Section 10(b));certain limitations (iv)
• waiving any conditions or rights under any Award (subject to the limitations for Awardsaward, subject to Section 10(b));certain limitations (v)
• changing the termination provisions of any Awardaward that does not entail an extension beyond the original expiration date thereof;thereof |
Appendix C | | | Awards Granted | | | | | | | (vi)• adding a cashless exercise feature, payable in securities, where such feature provides for a full deduction of the number of underlying securitiesshares from the Plan reserve, and any amendment to a cashless exercise provision;provision
(vii)
• adding a form of financial assistance and any amendment to a financial assistance provision which is adopted;adopted (viii)
• changing the process by which a Participantparticipant who wishes to exercise his or her Awardaward can do so including the required form of payment for the Shares being purchased, the form of written notice of exercise provided to the Company and the place where such payments and notices must be delivered; and (ix)
• delegating any orand all of the powers of the Committee to administer the 2023 Omnibus Plan to officers of RBI | | | Transferability | | • Awards are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the Company.grantee or, in limited circumstances, by the holder’s legal representative | | | | • No awards under the 2023 Omnibus Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be transferable in any manner other than by will or the law of descent | | | B-14 |
About the 2014 Omnibus Plan A summary of the Restaurant Brands International Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) is set out below. The purpose of the 2014 Omnibus Plan is to attract, retain and reward those employees, directors and other individuals who are expected to contribute significantly to our success, to incentivize such individuals to perform at the highest level, to strengthen the mutuality of interests between such individuals and our shareholders and, in general, to further the best interests of RBI and our shareholders. As of August 8, 2023, no new awards can be granted under the 2014 Omnibus Plan and no employee, director or other individual is permitted to commence participation in the 2014 Omnibus Plan. As of March 31, 2024, a maximum of 12,223,733 common shares are authorized and issuable under the 2014 Omnibus Plan. | | |
Participants | | Appendix B• Any director, employee or consultant of RBI, its subsidiaries or any of its affiliates is eligible to participate in the 2014 Omnibus Plan
| | | Plan administration | | • The Compensation Committee of RBI (the “Committee”) administers the 2014 Omnibus Plan | | | Stock options | | • The holder receives common shares when options are exercised upon payment of the exercise price (b) Notwithstanding anything contained herein• Except under certain circumstances described in the 2014 Omnibus Plan, the term of each option will not exceed 10 years
• The Committee fixes the vesting conditions it deems appropriate when granting options |
Appendix C | | | | Awards Granted | | | | | | | • The exercise price per share under an option is determined by the Committee at the time of original grant, however the exercise price will not be less than fair market value of a common share on the date the option is granted • To the extent vested and exercisable, options may be exercised in whole or in part at any time during the term, by providing notice and payment in full of the purchase price, which can be paid as follows: (i) in cash or by check, bank draft or money order payable to RBI; (ii) as permitted by law and the Committee, through a payment by the participant’s broker; or (iii) on such other terms and conditions as may be acceptable to the contrary,Committee (including, without limitation, having RBI withhold common shares issuable upon exercise of the option, or by payment in full or in part in the form of common shares owned by the participant, based on the Fair market value of the common shares on the payment date as determined by the Committee). | | | Stock appreciation rights (SARs) | | • The Committee may grant stock appreciation rights (“SARs”) under the 2014 Omnibus Plan • SARs may be granted to participants either alone (“freestanding”) or in addition to other awards granted under the 2014 Omnibus Plan (“tandem”) • Except under certain circumstances described in the 2014 Omnibus Plan, a freestanding SAR will not have a term of greater than ten years • Unless it is a substitute award, a freestanding SAR will not have a grant price less than the fair market value of the share on the date of grant • In the case of any tandem SAR related to an option, the SAR will not be exercisable until the related option is exercisable and will terminate, and no amendmentlonger be exercisable, upon the termination or exercise of the related option. | | | Restricted Stock/Restricted Stock Units (RSUs) | | • Shares of restricted stock and restricted stock units (“RSUs”) will be subject to any restrictions that the Committee may impose, including any limitation on the right to vote a share of restricted stock, the right to receive any dividend or dividend equivalent, or the Committee may choose to settle RSUs in cash | | | Deferred Stock | | • Deferred stock will be settled upon expiration of the deferral period specified for an award by the Committee • In addition, deferred stock will be subject to any restrictions on transferability, risk of forfeiture and other restrictions that the Committee may impose and, the Committee, in its discretion, may award dividend equivalents with respect to awards of deferred stock | | | Performance awards | | • The Committee may grant a performance award to a participant payable upon the attainment of specific performance goals | | | Other awards | | • The Committee may grant other awards that may be that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares or factors that may influence the value of shares • The Committee is also permitted to grant cash-based awards to participants and determine any conditions or terms of such awards |
Appendix C | | | | Awards Granted | | | | | | | • The Committee is also permitted to grant equity interests in any entity with respect to which RBI holds, directly or indirectly, a controlling interest, whether such entity is a corporation, partnership, or other entity. a performance award to a participant payable upon the attainment of specific performance goals | | | Issue limits | | • The number of shares that may be issued under all of RBI’s security-based compensation plans to directors and senior officers of RBI or its subsidiaries, 10% shareholders of RBI, and affiliates of such persons may not exceed 10% of RBI’s issued and outstanding common shares at any time or within a one-year period | | | Issuing common shares | | • We can issue any combination of the following kinds of common shares: • authorized for issue but not yet issued • acquired by RBI • If we issue common shares in settlement of an option or SAR, the number of common shares available for issue under the 2014 Omnibus Plan will be reduced by the same number of shares issued in settlement
| | | Value of awards | | • Fair market value of common shares on any relevant grant date means the closing price of our common shares on the TSX (for Canadian participants) or the NYSE (for non-Canadian participants) on the trading day immediately prior to the relevant grant date | | | Clawback and forfeiture | | • Any award granted after January 1, 2017 is subject to mandatory repayment or forfeiture by the participant to RBI, as applicable, if required pursuant to the terms of the RBI clawback policy or any law rule or regulation which imposes mandatory recoupment under the circumstances • The Committee also reserves the right in an award agreement to cause the forfeiture of the gain realized by a participant with respect to an award on account of actions taken, or failed to be taken, by such participant in breach of their obligations under applicable company agreements, obligations or policies | | | Termination of awards | | • If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the 2014 Omnibus Plan | | | Termination of employment | | • The 2014 Omnibus Plan requiringprovides the Committee with discretion to provide in any award agreement, or in an individual case, the circumstances in which awards shall be exercised, vested, paid or forfeited in the event a participant ceases to provide service to RBI prior to exercise or settlement or the end of a performance period | | | Change in control | | • Unless otherwise provided in an award agreement, in the event of a change in control a participant’s unvested award will be treated in accordance with one of the following methods as determined by the Committee: • awards, whether or not vested, will be continued, assumed or have new rights substituted as determined by the Committee; |
Appendix C | | | | Awards Granted | | | | | | | • the Committee, in its sole discretion, may provide for the purchase of any awards by RBI or an affiliate for an amount of cash equal to the excess of the change in control price of the shares covered by such awards, over the aggregate exercise price of such awards; or • if and to the extent that the approach chosen by the Committee results in an acceleration or potential acceleration of the exercise, vesting or settlement of an award, the Committee may impose such conditions upon the exercise, vesting or settlement of such award as it determines | | | Financial Assistance | | • The 2014 Omnibus Plan does not include provisions to provide financial assistance to participants to facilitate the exercise of options | | | Making changes to the 2014 Omnibus Plan | | • The board of directors of RBI may amend, suspend, or terminate the 2014 Omnibus Plan, in whole or in part, at any time, provided that all material amendments to the 2014 Omnibus Plan require the prior approval of the shareholders and must comply with the rules of the Company under any applicable securities laws or requirements shall become effective until suchTSX • The following changes require approval is obtained. In addition to the foregoing, the approval of the holders of a majority of the Shares presentby our Board and voting in person or by proxy at a meeting of shareholders shall be required for:our shareholders: (i)
• an increase in the maximum number of Sharescommon shares that may be made the subject of Awardsawards under the Plan;2014 Omnibus Plan (ii) any
• making a change or adjustment (other than in connection withfor a stock dividend, recapitalization, or other transaction where an adjustment is permitted or required under Section 5(d)(i) or Section 5(d)(ii)) or amendmentthe terms of the plan) that reduces or would have the effect of reducing the exercise price of an Optionoption or Stock Appreciation Right previouslySAR granted under the Plan,plan, whether through amendment, cancellation or replacement grants, or other means (provided that, in such a case, insiders of the Company who benefit from such amendment are not eligible to vote their Shares in respect of the approval); (iii) an increase in
• increasing the limits on Awardsawards that maycan be grantedmade to any Participant under Section 5(c) and Section 5(g);participants (iv) an extension of
• extending the term of an outstanding Optionoption or Stock Appreciation RightSAR beyond the expiryits expiration date, thereof;except as specified for awards that expire outside of an established trading window (v) permitting Options
• making a change that would permit options granted under the Planplan to be Transferrabletransferred or assigned other than for normalto settle an estate settlement purposes; and (vi) any amendment to
• changing the planplan’s amendment provisions set forth in this Section 15 whichthat is not an amendment withineither for “housekeeping” purposes or to maintain compliance with applicable laws or regulations • Examples of changes the nature of Section 15(a)(i) or Section 15(a)(ii), unlessCommittee can make without shareholder approval: • ensuring continuing compliance with applicable law, the change results from application of Section 5(d)(i) or Section 5(d)(ii). Furthermore, except as otherwise permitted under the Plan, no change to an outstanding Award that will adversely impair the rights of a Participant may be made without the consentrules of the Participant except to the extent that such change is required to comply withTSX or other applicable law, stock exchange rules and regulations or accounting or tax rules and regulations.regulations
Section 16. Miscellaneous.
(a) The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those• minor changes of a general unsecured creditor“housekeeping” nature
• changing the vesting provision of the Company. (b) No employee, Participant2014 Omnibus Plan or other person shall have any claim to be granted any Award, under the Plan, and there is no obligation for uniformity of treatment of employees, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award which does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants hereunder.
(c) The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of Shares or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of Shares otherwise deliverable or by delivering Shares already owned. Any fraction of a Share required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.
(d) Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.certain limitations
| | | | • waiving any conditions or rights under any award, subject to certain limitations | | | B-15 |
Appendix C | | | |
Appendix B
• changing the termination provisions of any award that does not entail an extension beyond the original expiration date thereof (e) The grant• adding a cashless exercise feature, payable in securities, where such feature provides for a full deduction of an Award shall not be construed as giving a Participant the right to be retained in the employnumber of or to continue to provide services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, freeunderlying shares from any liability, or any claim under the Plan unless otherwise expressly provided inreserve, and any amendment to a cashless exercise provision
• adding a form of financial assistance and any amendment to a financial assistance provision which is adopted • changing the Planprocess by which a participant who wishes to exercise his or inher award can do so • delegating any Award Agreement or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in such Award. (f) If any provisionand all of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determinationpowers of the Committee materially alteringto administer the intent2014 Omnibus Plan to officers of RBI
| | | Transferability | | • Awards are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the Plangrantee or, in limited circumstances, by the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.holder’s legal representative (g) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
(h)• No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
(i) No Award or other benefit payableawards under the 2014 Omnibus Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferabletransferable in any manner and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable forother than by will or subject to the debts, contracts, liabilities, engagements or tortslaw of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.descent
(j) Unless otherwise determined by the Committee, as long as the Shares are listed on a national securities exchange including the TSX or system sponsored by a national securities association, the issuance of Shares pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such Shares unless and until such Shares are so listed, and the right to exercise any Option or other Award with respect to such Shares shall be suspended until such listing has been effected. If at any time counsel to the Company shall be of the opinion that any sale or delivery of Shares pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to Shares or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company. A Participant shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.
| |
About the 2012 Omnibus Incentive Plan The Restaurant Brands International Inc. Amended and Restated 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”) is based on the Burger King Worldwide, Inc. Amended and Restated 2012 Omnibus Plan as amended effective as of December 12, 2014 to reflect that RBI assumed all of the obligations of Burger King Worldwide, Inc. for purposes of the 2012 Omnibus Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2012 Omnibus Plan are stock options and restricted stock units. As of December 12, 2014, no new awards can be granted under the 2012 Omnibus Plan and no employee, director or other individual are permitted to commence participation in the 2012 Omnibus Plan. As of March 15, 2023, a maximum of 25,341 common shares are authorized and issuable under the 2012 Omnibus Plan. The terms of the 2012 Omnibus Plan are substantially equivalent to the 2014 Omnibus Plan described above. About the 2011 Omnibus Incentive Plan The Restaurant Brands International Inc. 2011 Omnibus Incentive Plan (the “2011 Omnibus Plan”) is based on the Burger King Worldwide Holdings, Inc. 2011 Omnibus Plan. All stock options and restricted stock units under the 2011 Omnibus Plan outstanding on June 20, 2012 were assumed by Burger King Worldwide, Inc. and converted into stock options to acquire common stock and restricted stock units of Burger King Worldwide, Inc., and Burger King Worldwide, Inc. assumed all of the obligations of Burger King Worldwide Holdings, Inc. under the 2011 Omnibus Plan. The 2011 Omnibus Plan was amended effective as of December 12, 2014 to reflect that RBI assumed all of the obligations of Burger King Worldwide, Inc. for purposes of the 2011 Omnibus Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2011 Omnibus Plan are stock options and restricted stock units. As of December 12, 2014, no new (k) No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.
(l) All elections and transactions under the Plan by persons subject to Section 16 of the Act involving Shares are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may establish
Appendix C | | | | | | | B-16awards can be granted under the 2011 Omnibus Plan and no employee, director or other individual is permitted to commence participation in the 2011 Omnibus Plan. As of March 15, 2023, a maximum of 63,876 common shares are authorized and issuable under the 2011 Omnibus Plan. | | |
Participants | | Appendix B
• Employees, directors, and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder. (m) The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.
Section 17. Effective Date of the Plan. The Plan shall be effective as of the Effective Date, which is the date of adoption by the Board, subject to the approval of the Plan by the shareholders of the Company in accordance with the requirements of the laws of the Province of Ontario.
Section 18. Term of the Plan. No Award shall be granted under the Plan after ten years from the Effective Date. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.
Section 19. Section 409A of the Code.
(a) The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period.
(b) Notwithstanding the foregoing, the Company does not make any representation to any Participant or Beneficiary as to the tax consequences of any Awards made pursuant to this Plan, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any Beneficiary for any tax, additional tax, interest or penalties that the Participant or any Beneficiary may incur as a result of the grant, vesting, exercise or settlement of an Award under this Plan.
Section 20. Governing Law; Waiver of Jury Trial. This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario. Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the Province of Ontario. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or
Appendix B
for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the Province of Ontario, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Ontario court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the Province of Ontario.
Section 21. TSX Requirements.
The number of Shares issuable to Insiders, at any time, under all Security Based Compensation Arrangements of the Company, may not exceed 10% of the Company’s issued and outstanding Shares; and the number of Shares issued to Insiders within any one-year period, under all Security Based Compensation Arrangements of the Company, may not exceed 10% of the Company’s issued and outstanding Shares. For the purpose of this Section 21, “Insider” shall mean, (i) every director or senior officer of the Company; (ii) every director or senior officer of a company that is itself an insider or subsidiary of the Company; (iii) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all voting securities of the Company for the time being outstanding other than voting securities held by the person or company as underwriter in the course of a distribution; (iv) any associate or affiliate of the Insider; and (v) the Company where it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities, and “Security Based Compensation Arrangement” shall mean any (i) any stock option plans for the benefit of employees, insiders, service providers or any one of such groups; (ii) individual stock options granted to employees, service providers or insiders if not granted pursuant to a plan previously approved by the Company’s securityholders; (iii) share purchase plans where the Company provides financial assistance or where the Company matches the whole or a portion of the securities being purchased; (iv) stock appreciation rights involving issuances of securities from treasury; (v) any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Company; and (vi) security purchases from treasury by an employee, insider or service provider which is financially assisted by the Company by any means whatsoever.
Appendix B
EXHIBIT A
PERFORMANCE GOALS
To the extent permitted under Section 162(m) of the Code, performance goals established for purposes of Awards intended to be “performance-based compensation” under Section 162(m) of the Code, shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals, which may include performance relative to the Company’s peers or those of the Company’s Affiliates or to the industry or industries in which the Company and/or its affiliates operates:
earnings per share;
net earnings;
operating income;
gross income;
net income (before or after taxes);
cash flow (including free cash flow, operating cash flow and cash flow return on investment);
gross profit;
profit before taxes;
operating profit;
gross profit return on investment;
gross margin return on investment;
gross margin;
operating margin;
working capital;
earnings before interest and taxes;
earnings before interest, tax, depreciation and amortization;
net income before depreciation and amortization, interest expense, net, loss on early extinguishment of debt, and income tax expense, and excluding the impact of share-based compensation, other operating income (expense), net, and any other identified costs associated with non-recurring projects.
earnings ratios;
return on equity;
return on assets;
return on capital;
return on invested capital;
net revenues;
gross revenues;
revenue growth;
annual recurring revenues;
recurring revenues;
license revenues;
sales or market share;
Appendix B
total shareholder return;
economic value added;
customers or customer growth;
number of restaurants or restaurant growth;
restaurant traffic;
inventory turnover;
receivable turnover;
financial return ratios;
customer satisfaction surveys;
productivity;
specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or that of any of its Affiliates or other long-term or short-term public or private debt or other similar financial obligations of the Company or any of its Affiliates, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;
the fair market value of a Share;
Share price (including, but not limited to, growth in Share price);
the growth in the value of an investment in the Share assuming the reinvestment of dividends;
reduction in operating and/or other expenses;
Restaurant cleanliness and/or other operational, safety and/or quality metrics measured by the Company or any of its Affiliates;
Restaurant image or remodeling; or
Product innovation or menu.
With respect to Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, the Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence, or of any item, reflected in Section 10(b)(iii) of the Plan that the Committee determines should be appropriately excluded or adjusted.
Performance goals may also be based upon individual participant performance goals, as determined by the Committee, in its sole discretion. In addition, Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be based on the performance goals set forth herein or on such other performance goals as determined by the Committee in its sole discretion.
In addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, other Affiliate, division, other operational unit, administrative department or product category of the Company or any of its Affiliates) performance under one or more of the measures described above relative to the performance of other corporations. With respect to Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may also:
| (a) | designate additional business criteria on which the performance goals may be based; or |
| (b) | adjust, modify or amend the aforementioned business criteria. |
Appendix C
APPENDIX C
GAAP TO NON-GAAP RECONCILIATIONS
Below, we define the non-GAAP financial measures used in this proxy statement, provide a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP, and discuss the reasons that we believe this information is useful to management and may be useful to investors. These measures may differ from similarly captioned measures of other companies in our industry.
Adjusted EBITDA
EBITDA is defined as earnings (net income or loss) before interest, (gain) loss on early extinguishment of debt, taxes, and depreciation and amortization and is used by management to measure operating performance of the business.
Adjusted EBITDA is defined as EBITDA excluding the impact of share-based compensation and non-cash incentive compensation expense, (income) loss from equity method investments, net of cash distributions received from equity method investments, other operating (income) expenses, net, and all other specifically identified costs associated with non-recurring projects, including acquisition accounting impact on cost of sales and Transaction and restructuring costs. Adjusted EBITDA is used by management to measure operating performance of the business, excluding specifically identified items that management believes do not directly reflect our core operations, and represents our measure of segment income.
| | | | | | | | | | | | Year Ended December 31, | | | | | 2015 | | | 2014 PF(1) | | | | | (in millions) | | Segment income: | | | | | | | | | TH | | $ | 906.7 | | | $ | 816.4 | | BK | | | 759.5 | | | | 726.0 | | | | | | | | | | | Adjusted EBITDA | | | 1,666.2 | | | | 1,542.4 | | Share-based compensation and non-cash incentive compensation expense(2) | | | 51.8 | | | | 39.1 | | Acquisition accounting impact on cost of sales | | | 0.5 | | | | — | | TH transaction and restructuring costs(3) | | | 116.7 | | | | 33.9 | | Impact of equity method investments(4) | | | 17.7 | | | | 10.2 | | Other operating expenses (income), net | | | 105.5 | | | | 39.6 | | | | | | | | | | | EBITDA | | | 1,374.0 | | | | 1,419.6 | | Depreciation and amortization | | | 181.8 | | | | 194.4 | | | | | | | | | | | Income from operations | | | 1,192.2 | | | | 1,225.2 | | Interest expense, net | | | 478.3 | | | | 452.3 | | Loss on early extinguishment of debt | | | 40.0 | | | | — | | Income tax expense | | | 162.2 | | | | 335.8 | | | | | | | | | | | Net income | | $ | 511.7 | | | $ | 437.1 | | | | | | | | | | |
Appendix C
Organic Growth in Adjusted EBITDA
Adjusted EBITDA growth, on an organic basis, is a non-GAAP measure that excludes the impact of foreign currency exchange rate (“FX”) movements. Management believes that organic growth is an important metric for measuring the core operating performance of the business as it excludes the FX impact. We calculate the impact of FX movements by translating current year results at prior year monthly average exchange rates.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Actual | | | 2015 vs. 2014 | | | Impact of
FX
Movements | | | Organic Growth | | | (in US$ millions) | | 2015 | | | 2014 | | | $ | | | % | | | $ | | | $ | | | % | | Calculation: | | | | | A | | | B | | | | | | C | | | B-C=D | | | D/A | | Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | TH | | $ | 906.7 | | | $ | 816.4 | (1) | | $ | 90.3 | | | | 11.1 | % | | $ | (144.8 | ) | | $ | 235.1 | | | | 28.8 | % | BK | | $ | 759.5 | | | $ | 726.0 | | | $ | 33.5 | | | | 4.6 | % | | $ | (61.9 | ) | | $ | 95.4 | | | | 13.1 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | RBI | | $ | 1,666.2 | | | $ | 1,542.4 | (1) | | $ | 123.8 | | | | 8.0 | % | | $ | (206.7 | ) | | $ | 330.5 | | | | 21.4 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted Diluted Earnings Per Share (EPS)
Adjusted Net Income is defined as net income excluding the impact of those same items excluded from Adjusted EBITDA and also excluding franchise agreement amortization, amortization of deferred financing costs and original issue discount, interest expense and loss (gain) on extinguished debt. Adjusted Diluted EPS is calculated by dividing Adjusted Net Income by the number of diluted shares of RBI during the reporting period. Adjusted Net Income and Adjusted Diluted EPS are used by management to evaluate the core operating performance of the business.
| | | | | | | | | | | | Year Ended December 31, | | | | | 2015 | | | 2014 PF(1) | | | | | (in millions, except per share data) | | | | | Net income | | $ | 511.7 | | | $ | 437.1 | | Income tax expense | | | 162.2 | | | | 335.8 | | | | | | | | | | | Income before income taxes | | | 673.9 | | | | 772.9 | | Adjustments: | | | | | | | | | Franchise agreement amortization | | | 27.8 | | | | 29.4 | | Amortization of deferred financing costs and original issue discount | | | 34.9 | | | | 32.8 | | Interest expense and loss on extinguished debt(2) | | | 53.2 | | | | — | | Share-based compensation and non-cash incentive compensation expense(3) | | | 51.8 | | | | 39.1 | | Acquisition accounting impact on cost of sales | | | 0.5 | | | | — | | TH transaction and restructuring costs(4) | | | 116.7 | | | | 33.9 | | Impact of equity method investments(5) | | | 17.7 | | | | 10.2 | | Other operating expenses (income), net | | | 105.5 | | | | 39.6 | | | | | | | | | | | Total adjustments | | | 408.1 | | | | 185.0 | | Adjusted income before income taxes | | | 1,082.0 | | | | 957.9 | | | | | | | | | | | Adjusted income tax expense(6) | | | 249.7 | | | | 220.3 | | | | | | | | | | | Adjusted net income | | | 832.3 | | | | 737.6 | | | | | | | | | | | Preferred share dividends | | | 271.2 | | | | 270.0 | | | | | | | | | | | Adjusted net income attributable to common shareholders | | $ | 561.1 | | | $ | 467.6 | | | | | | | | | | | Adjusted diluted earnings per share | | $ | 1.18 | | | $ | 0.98 | | | | | | | | | | | Diluted average shares outstanding | | | 476.0 | | | | 476.1 | | | | | | | | | | |
Appendix C
Footnotes to Reconciliation Tables
(1) | Represents historical results of operations for the year ended December 31, 2014 that have been adjusted to give pro forma effect to certain events. Please see the heading below entitled “Pro Forma Financial Information” for more information. |
(2) | Represents (gain) loss on early extinguishment of debt, $3.2 million and $11.3 million of non-cash interest expense for the three and twelve months ended December 31, 2015, respectively, related to losses reclassified from accumulated other comprehensive income (loss) into interest expense in connection with interest rate swaps settled in May 2015 and $1.9 million of incremental interest expense for the twelve months ended December 31, 2015 related to the redemption of certain TH notes and the March 2015 mandatory prepayment of our term loan. |
(3) | Represents share-based compensation expense associated with employee stock options for the periods indicated; also includes the portion of annual non-cash incentive compensation that eligible employees elected to receive or are expected to elect to receive as common equity in lieu of their 2014 and 2015 cash bonus, respectively. |
(4) | In connection with the TH Transactions (as defined below) and a series of post-closing transactions during 2015 that resulted in changes to our legal and capital structure, we incurred certain non-recurring financing, legal and advisory fees. We also incurred non-recurring costs to realign our global structure to better accommodate the needs of the combined business and support successful global growth. In addition, after consummation of the TH Transactions, we implemented a restructuring plan that resulted in work force reductions throughout our TH business and as a result incurred incremental costs. The restructuring is part of our on-going cost reduction efforts with the goal of driving efficiencies and creating fiscal resources that will be reinvested into our TH business. The non-recurring general and administrative expenses include financing, legal and advisory fees, severance benefits and other compensation costs, and training expenses. Lastly, in connection with the Refinancing (as defined below), we incurred non-recurring financing, legal and advisory fees. |
(5) | Represents (i) (income) loss from equity method investments and (ii) cash distributions received from our equity method investments. Cash distributions received from our equity method investments are included in segment income. |
(6) | Adjusted income tax expense for the years ended December 31, 2015 and 2014, respectively, is calculated using RBI’s statutory tax rate in the jurisdiction in which the costs were incurred. |
Pro Forma (PF) Financial Information
These non-GAAP reconciliations include pro forma financial information of RBI, TH and BKW.
As discussed in our Form 8-K filed on December 9, 2015 with the SEC and Canadian securities regulatory authorities (the “Pro Forma Form 8-K”), the historical results of operations for the year ended December 31, 2014 have been adjusted to give pro forma effect to those events that are directly attributable to (i) the BKW merger with TH (the “Combination”), (ii) our entry into a new $6,750.0 million term loan facility, (iii) our issuance of $2,250.0 million aggregate principal amount of second lien senior secured notes, (iv) our issuance of $3.0 billion of 9% cumulative compounding perpetual voting preferred shares and the warrant to purchase our common shares to a subsidiary of Berkshire Hathaway, Inc., (v) the repayment of $2,923.4 million of existing BKW indebtedness, (vi) extinguishment of approximately $1.0 billion of TH legacy notes (as detailed in the Pro Forma Form 8-K, (i) through (vi) collectively, the “TH Transactions”), (vii) the issuance of $1,250.0 million of first lien senior secured notes, and (viii) an amendment to our credit agreement and repayment of $1,550.0 million of our term loan facility (as detailed in the Pro Forma Form 8-K, (vii) and (viii), the “Refinancing”), as if the TH Transactions and Refinancing occurred on the first day of fiscal 2014.
The pro forma statements of operations in the Pro Forma Form 8-K include the impact of acquisition accounting adjustments resulting from the application of acquisition accounting to the Combination and adjustments to interest expense resulting from the Combination and Refinancing as if the TH Transactions and Refinancing occurred on the first day of fiscal 2014. For more information regarding the pro forma financial information, please refer to our Pro Forma Form 8-K.
Appendix D
APPENDIX D
DESCRIPTION OF INCENTIVE PLANS
About the 2014 Omnibus Plan
A summary of the Restaurant Brands International Inc. 2014 Omnibus Incentive Plan (the “2014 Omnibus Plan”) is set out in Proposal 4 on page 58 of the proxy statement in the section entitled “Summary of the 2014 Omnibus Plan.”
About the 2012 Omnibus Incentive Plan
The Restaurant Brands International Inc. Amended and Restated 2012 Omnibus Incentive Plan (the “2012 Omnibus Plan”) is based on the Burger King Worldwide, Inc. Amended and Restated 2012 Omnibus Plan as amended effective as of December 12, 2014 to reflect that RBI assumed all of the obligations of Burger King Worldwide, Inc. for purposes of the 2012 Omnibus Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2012 Omnibus Plan are stock options and restricted stock units. As of December 12, 2014, no new awards can be granted under the 2012 Omnibus Plan and no employee, director or other individual are permitted to commence participation in the 2012 Omnibus Plan. A maximum of 6,026,044 common shares are authorized and issuable under the 2012 Omnibus Plan. The terms of the 2012 Omnibus Plan are substantially equivalent to the 2014 Omnibus Plan described above.
About the 2012 Plan
The Restaurant Brands International Inc. 2012 Stock Incentive Plan (the “2012 Plan”) is based on the Tim Hortons Inc. 2012 Stock Incentive Plan as amended effective as of December 12, 2014 to reflect that RBI assumed all of the obligations of Tim Hortons Inc. for purposes of the 2012 Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2012 Plan are stock options and tandem stock appreciation rights which replaced stock options and tandem stock appreciation rights outstanding at the time of the closing of the Transaction as more fully described in Section 3.2(j) of Schedule D to the Arrangement Agreement. As of December 12, 2014, no new awards can be granted under the 2012 Plan and no employee, director or other individual are permitted to commence participation in the 2012 Plan. A maximum of 774,585 common shares are authorized and issuable under the 2012 Plan.
| | | Awards Granted
| | | Participants
| | • Employees, non-employee directors and individuals that had received a formal written offer of employmentconsultants were eligible to participate in the 2012 Plan
| Plan administration
| | • The Compensation Committee of RBI (the “Committee”) administers the 2012 Plan
| Stock options
| | • The holder receives common shares when the options are exercised based on the price of our common shares at the time of exercise
• When exercised, the holder surrenders the related number of stock appreciation rights for cancellation
• The exercise times, vesting and term of the options (which did not exceed 10 years at time of issue) remain unchanged
| Stock appreciation rights (SARs) | | • The outstanding SARs have been granted in tandem with the outstanding options and:
• can only be exercised when the related option is exercisable
• the holder receives, in the discretion of the Committee, cash, common shares or a combination of both when SARs are exercised
|
Appendix D
| | | | | • the amount the holder receives is: the number of SARs exercised x (the fair market value of common shares on the date the SARs were exercised, less the option price)
• when exercised, the holder surrenders the related number of stock options for cancellation
• terminate when the related option is exercised, expires or is forfeited
| Issue limits
| | • The 2012 Plan includes the following limitations:
• Non-employee directors – we can grant up to 0.25% of our issued and outstanding common shares (at the time the award is granted) to non-employee directors as a group, or $100,000 to each individual non-employee director in a calendar year
• Insiders – we can grant a total of up to 10% of our issued and outstanding common shares under all security-based compensation arrangements to all insiders as a group, and no more than 10% in any one-year period
| Issuing common shares
| | • We can issue any combination of the following kinds of common shares:
• authorized for issue but not yet issued
• acquired by or on behalf of a trust we establish and hold for future delivery
• acquired by delivery of cash to a broker to acquire shares on behalf of eligible participants
• If we issue common shares in settlement of an option or SAR, the number of common shares available for issue under the 2012 Plan will be reduced by the same number of shares issued in settlement
| Value of awards
| | • Fair market value of common shares on any relevant date means the closing price of our common shares on the TSX or, if the Committee chooses, the NYSE, on the trading day just before the relevant date
| Termination of awards
| | • If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the plan but no new awards will be made under the 2012 Plan
| Termination of employment
| | • The 2012 Plan contains provisions concerning the treatment of options and SARS upon termination of employment, which apply unless otherwise set forth in an applicable Award agreement, or unless otherwise determined by the Committee, with the consent of the holder
• If a holder dies or becomes disabled the holder’s options and SARs will become immediately exercisable and may be exercised for a period of four years following death or disability (but in no event beyond the maximum term of the option or SAR)
• If a holder’s employment is terminated by reason of retirement the holder’s options and SARs will remain outstanding for a period of four years (but in no event beyond the maximum term of the option or SAR) and unvested options and SARs will continue to vest in accordance with their applicable vesting schedule
• If a grantee’s employment is terminated without cause in connection with a sale or other disposition of a subsidiary the holder’s options and SARs will remain outstanding for one year (but in no event beyond the maximum term of the option or SAR) and unvested options and SARs will become immediately vested on the termination date
|
Appendix D
| | | | | • If a grantee’s employment terminates for any other reason all of the holder’s options and SARS will be forfeited immediately unless otherwise determined by the Human Resource and Compensation Committee with the holder’s consent, except any vested options or SARs the holder holds will remain exercisable for a period of 90 days following termination of employment or, in the event such holder dies during such 90 day period, remain exercisable for a period of one year following the termination date but, in no event, beyond the maximum term of the option or SAR
| Change in control
| | • Except as otherwise provided in an Award agreement or another agreement between the holder and the company (or a subsidiary thereof), in the event that, within 24 months following the occurrence of a “change in control”, a holder’s employment is terminated without cause or for good reason all options/SARs outstanding on the termination date, whether or not exercisable, will become immediately exercisable
| Financial Assistance
| | • The 2012 Plan does not include provisions to provide financial assistance to participants to facilitate the exercise of options
| Making changes to the 2012 Plan | | • Except as described below, the Committee could amend, suspend, discontinue or terminate the 2012 Plan and any outstanding awards, in whole or in part, at any time without giving notice to shareholders or receiving their approval, provided that all material amendments to the 2012 Plan receive shareholder approval
• The following changes require approval by our Board and our shareholders:
• making a change or adjustment (other than for a stock dividend, recapitalization or other transaction where an adjustment is permitted or required under the terms of the plan) that reduces or would have the effect of reducing the exercise price of an option or SAR granted under the plan, whether through amendment, cancellation or replacement grants, or other means
• extending the term of an outstanding option or SAR beyond its expiration date, except as specified for awards that expire outside of an established trading window
• increasing the limits on awards that can be made to non-employee directors and insiders
• making a change that would permit options granted under the plan to be transferred or assigned other than to settle an estate
• changing the plan’s amendment provisions that is not either for “housekeeping” purposes or to maintain compliance with applicable laws or regulations
• In addition, we may not change an outstanding option or tandem SAR in a way that will materially adversely impair the rights of the holder without his or her consent, unless we are making the change so we can continue to comply with applicable laws or regulations.
• Examples of changes the Committee can make without shareholder approval:
• changes that relate to a stock dividend, recapitalization or other transaction where an adjustment is allowed or required
• changes that relate to a change in capitalization that leads to a change in shares or an exchange of shares for a different number or kind of shares or other securities of RBI
|
Appendix D
| | | | | • changing a vesting provision or changing the termination provisions, but not extending it beyond its original expiration date
• adding a form of financial assistance, and making a change to an existing financial assistance provision
• changes to continue to comply with applicable laws, regulations, requirements, rules or policies of any governmental authority or stock exchange
• “housekeeping” changes, including changes that eliminate ambiguity or that correct or supplement any provision
| Transferability
| | • Options and SARs are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the grantee
• If a holder of an options and SAR becomes incapacitated, the holder’s legal representative or estate may exercise the option or SAR
|
About the 2006 Plan
The Restaurant Brands International Inc. 2006 Stock Incentive Plan (the “2006 Plan”) is based on the Tim Hortons Inc. 2006 Stock Incentive Plan as amended effective as of December 12, 2014 to reflect that as a result of the Arrangement Agreement and Plan of Merger among RBI, Burger King Worldwide, Inc. and Tim Hortons Inc., RBI assumed all of the obligations of Tim Hortons, Inc. for purposes of the 2006 Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2006 Plan are stock options and tandem stock appreciation rights which replaced stock options and tandem stock appreciation rights outstanding at the time of the closing of the Transaction as more fully described in Section 3.2(j) of Schedule D to the Arrangement Agreement. As of December 12, 2014, no new awards can be granted under the 2006 Plan and no employee, director or other individual are permitted to commence participation in the 2006 Plan. A maximum of 27,538 common shares are authorized and issuable under the 2006 Plan. The terms of the 2006 Plan are substantially equivalent to the 2012 Plan described above.
About the 2011 Omnibus Incentive Plan
The Restaurant Brands International Inc. 2011 Omnibus Incentive Plan (the “2011 Omnibus Plan”) is based on the Burger King Worldwide Holdings, Inc. 2011 Omnibus Plan. All stock options and restricted stock units under the 2011 Omnibus Plan outstanding on June 20, 2012 were assumed by Burger King Worldwide, Inc. and converted into stock options to acquire common stock and restricted stock units of Burger King Worldwide, Inc., and Burger King Worldwide, Inc. assumed all of the obligations of Burger King Worldwide Holdings, Inc. under the 2011 Omnibus Plan. The 2011 Omnibus Plan was amended effective as of December 12, 2014 to reflect that RBI assumed all of the obligations of Burger King Worldwide, Inc. for purposes of the 2011 Omnibus Plan and all outstanding award agreements thereunder. Effective as of December 12, 2014, the only outstanding awards under the 2011 Omnibus Plan are stock options and restricted stock units. A maximum of 11,940,911 common shares are authorized and issuable under the 2011 Omnibus Plan.
| | | | Awards Granted
| | | Participants
| | • Employees, directors and consultants were eligible to participate in the 2011 Omnibus Plan
| Stock options | | • The holder receives common shares when the options are exercised upon payment of the purchase price • The exercise times, vesting and term of the options (which did not exceed 10 years at time of issue) remain unchanged • The purchase price per share under an option was determined by the Committee at the time of original grant and was not less than the fair market value of a share on the date of grant. |
| | | Restricted Share Units | | | | | | | D-4 | | | • The holder has a contractual right to receive one share or the value of one share pursuant to the terms and conditions in the applicable award agreement. |
| | |
Issuing common shares | | Appendix D
• We can issue any combination of the following kinds of common shares: • authorized for issue but not yet issued • acquired by RBI • If we issue common shares in settlement of an option or restricted share unit, the number of common shares available for issue under the 2011 Omnibus Plan will be reduced by the same number of shares issued in settlement | | Value of awards | | • Fair market value of common shares on any relevant date means the closing price of our common shares on the NYSE on the date in question (or the preceding date trading day just before the relevant date if there was no trading on the date in question). Prior to the predecessor of BKW becoming public, fair market value was determined by the Committee at the time, acting in good faith | | | Termination of awards | | • If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the plan but no new awards will be made under the 2011 Omnibus Plan | | | Plan administration | | • The Committee administers the 2011 Omnibus Plan | | | Termination of employment | | • The 2011 Omnibus Plan provided the Committee with discretion to provide in any award agreement the circumstances in which a stock option or restricted share unit shall be exercised, vested, paid, or forfeited in the event a participant ceases to provide service to RBI prior to exercise or settlement | | | | | Restricted Share Units
| | • The holder has a contractual right to receive one share or the value of one share pursuant to the terms and conditions in the applicable award agreement.
| Issuing common shares
| | • We can issue any combination of the following kinds of common shares:
• authorized for issue but not yet issued
• acquired by RBI
• If we issue common shares in settlement of an option or restricted share unit, the number of common shares available for issue under the 2011 Omnibus Plan will be reduced by the same number of shares issued in settlement
| Value of awards
| | • Fair market value of common shares on any relevant date means the closing price of our common shares on the NYSE on the date in question (or the preceding date trading day just before the relevant date if there was no trading on the date in question). Prior to the predecessor of BKW becoming public, fair market value was determined by the Committee at the time, acting in good faith
| Termination of awards
| | • If an award expires, is cancelled, is settled in cash, or is otherwise terminated without being exercised or payment being made, the common shares subject to that award shall remain available for issuance under the plan but no new awards will be made under the 2011 Omnibus Plan
| Plan administration
| | • The Committee administers the 2011 Omnibus Plan
| Termination of employment
| | • The 2011 Omnibus Plan provided the Committee with discretion to provide in any award agreement the circumstances in which a stock option or restricted share unit shall be exercised, vested, paid or forfeited in the event a participant ceases to provide service to RBI prior to exercise or settlement
| Financial Assistance | | • The 2011 Omnibus Plan does not include provisions to provide financial assistance to participants to facilitate the purchase of securities or exercise of awards | Making changes to the 2011 Omnibus Incentive Plan | | • The 2011 Omnibus Plan provides the board of directors of RBI with broad powers to amend the Plan without shareholder approval unless such shareholder approval is required pursuant to TSX or NYSE rules or applicable law
|
Appendix C • The 2011 Omnibus Plan provides the Committee with certain powers, including:
• make amendments to achieve the stated purposes of the 2011 Omnibus Plan in a tax-efficient manner and to comply with foreign law
• amend outstanding awards provided that the rights of a participant are not adversely affected (unless changes are made to continue to comply with applicable laws or exchange requirements) and the amendment does not have the effect of reducing the exercise price of the award
• adjust awards in recognition of certain corporate events where appropriate to prevent dilution or enlargement of the benefits intended to be made available under the 2011 Omnibus Plan
| | | | Transferability
| • Options and restricted share units are generally non-transferrable and may be exercised, during a grantee’s lifetime, only by the grantee
|
| |
Making changes to the 2011 Omnibus Incentive Plan | | 
| | | | | 
| | 000001 | | | | Mr A Sample | | | | Designation (if any) | | Security Class | | Add1 | | 123 | | Add2 | | | | add3 | | Holder Account Number | | add4 | | | | add5 | | C1234567890 XXX | | | | | | | | | | | | | | Fold |
| Form of Proxy - Annual and Special Meeting to be held on June 9, 2016 |
This Form• The 2011 Omnibus Plan provides the Committee with certain powers, including:
• make amendments to achieve the stated purposes of Proxy is solicited bythe 2011 Omnibus Plan in a tax-efficient manner and on behalf of Management of Restaurant Brands International Inc.to comply with foreign law Notes to proxy
1. Every holder has• amend outstanding awards provided that the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalfrights of a corporationparticipant are not adversely affected (unless changes are made to continue to comply with applicable laws or another individual you must sign this proxy with signing capacity stated,exchange requirements) and youthe amendment does not have the effect of reducing the exercise price of the award
• adjust awards in recognition of certain corporate events where appropriate to prevent dilution or enlargement of the benefits intended to be made available under the 2011 Omnibus Plan | | | Transferability | | • Options and restricted share units are generally non-transferrable and may be required to provide documentation evidencing your power to sign this proxy. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
5. The securities represented by this proxy will be voted as directedexercised, during a grantee’s lifetime, only by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by the Board of Directors.grantee
6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.
8. This proxy should be read in conjunction with the accompanying documentation provided by Management and the Board of Directors.
9. If the meeting is adjourned or postponed, your proxy must be received by 8:00 a.m. (Eastern Time) on the last business day preceding the day of the reconvened meeting.
Proxies submitted must be received by 11:59 p.m., Eastern Daylight Time, on June 7, 2016
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Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER 123456789012345
| | | | | | | | | | | | | + | | MR SAM SAMPLE
| | | | C1234567890
| |  | | + | | | | | | | XXX 123 | | | | Appointment of Proxyholder | | | | | | Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.
| | | | | I/We, being holder(s) of Restaurant Brands International Inc.common shares hereby appoint: Jill Granat, or failing this person, Daniel S. Schwartz
| | ¨ | | OR | | | | | | | | | | | | | | |
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following directions (or if no directions have been given, as the proxyholder sees fit) on all proposals set forth below and all other matters that may properly come before theAnnual and Special Meeting of shareholders ofRestaurant Brands International Inc. to be held at the offices of Restaurant Brands International Inc., 226 Wyecroft Road, Oakville, Ontario L6K 3X7 on June 9, 2016 at 8:00 a.m., Eastern Daylight Time, and at any adjournment or postponement thereof.
The Board of Directors recommends a vote “FOR” proposals 1, 2, 3 and 4, and makes no recommendation regarding shareholder proposal 5.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. Election of Directors | | | | | | | | | | | | | | | | | | | | | For | | Withhold | | | | For | | Withhold | | | | For | | Withhold | | | | | | | | | | | | | 01. Alexandre Behring | | ¨ | | ¨ | | 02. Marc Caira | | ¨
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| | 03. Martin E. Franklin | | ¨
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| | | 04. Paul J. Fribourg | | ¨
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| | 05. Neil Golden | | ¨
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| | 06. John A. Lederer | | ¨
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| | | | | | | | | | | | | 07. Thomas V. Milroy | | ¨
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| | 08. Daniel S. Schwartz | | ¨
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| | 09. Carlos Alberto Sicupira | | ¨
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| | Fold | | | | | | | | | | | 10. Roberto Moses Thompson Motta | | ¨
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| | 11. Alexandre Van Damme | | ¨
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| | | | | | | | | | | For | | Against | | Withhold | | | 2. Say-On-Pay
Approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
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| | | | | | | For | | Withhold | | | 3. Appointment of Auditors
Appoint KPMG LLP as our auditors to serve until the close of the 2017 Annual Meeting of Shareholders and authorize our directors to fix the auditors’ remuneration.
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| | | | | | | For | | Against | | | 4. Amendments to 2014 Omnibus Incentive Plan
Approve amendments to the 2014 Omnibus Incentive Plan that would permit common shares not used to settle awards under prior plans to be used under the 2014 Omnibus Plan and make other administrative changes.
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| | | | | For | | Against | | Withhold | |
| 5. Shareholder Proposal
Consider a shareholder proposal to adopt a written board diversity policy, if such proposal is properly presented at the Meeting.
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| | | | | | | | | | | | | | C-12 | | | Authorized Signature(s) - This section must be completed for your instructions to be executed.
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| | | I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting.If no voting instructions are indicated above, this Proxy will be voted as recommended by the Board of Directors. | | | | | | / /
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| | | | | | | Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. | | ¨ | | Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. | | ¨ |
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| | T I H Q | | 193232 XXXX A R 0 999999999999 | | + | | |
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No 
