--- schema_version: "secwatch.filing_event.v1" accession: "0001618756-23-000024" form_type: "8-K" ticker: "QSR" cik: "0001618756" company_name: "Restaurant Brands International Inc." filed_at: "2023-05-23T23:59:59+00:00" generated_at: "2026-06-14T17:20:06.340100+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # RBI shareholders elect all 10 directors, approve 2023 Omnibus Incentive Plan, reject four ESG proposals ## Summary - All 10 director nominees elected; highest 'for' votes over 387M for de Limburg Stirum and Sweeney. - Advisory 'say-on-pay' passed with 74.5% for (289.6M for, 98.9M against). - 2023 Omnibus Incentive Plan approved with 93.3% for (362.8M for, 25.8M against). - Shareholder proposals on ESG glidepath, lobbying, labor strategy, and plastics reduction all defeated (opposition > 60%). - KPMG LLP re-appointed as auditor with 95.2% for (376.0M for, 19.0M withheld). ## SEC filing metadata - accession: 0001618756-23-000024 - form_type: 8-K - ticker: QSR - cik: 0001618756 - company_name: Restaurant Brands International Inc. - filed_at: 2023-05-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1618756/000161875623000024/0001618756-23-000024-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1618756/000161875623000024/qsr-20230523.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001618756-23-000024 - JSON: https://secwatch.observer/filing/0001618756-23-000024.json - Plain text: https://secwatch.observer/filing/0001618756-23-000024.txt ## Key facts - Shareholder Votes Restaurant Brands International Inc. shareholders rejected Consider a shareholder proposal to report on the Company's reduction of plastics use at the 2023-05-23 meeting. - Outcome: failed - Meeting: 2023-05-23 source text: Proposal 8: Consider a shareholder proposal to report on the Company's reduction of plastics use: Number of Votes For Number of Votes Against Number of Votes Withheld Broker Non-Votes 141,863,130 243,149,518 3,664,655 6,330,227 evidence_url: https://www.sec.gov/Archives/edgar/data/1618756/000161875623000024/0001618756-23-000024-index.htm - Shareholder Votes Restaurant Brands International Inc. shareholders approved Election of the ten directors specifically named in the Proxy Statement, each to serve until the close of the 2024 Annual Meeting of Shareholders or until his or her successor is elected or appointed at the 2023-05-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-23 source text: The voting results for each proposal are as follows: Proposal 1: Election of the ten (10) directors specifically named in the Proxy Statement, each to serve until the close of the 2024 Annual Meeting of Shareholders or until his or her successor is elected or appointed: Nominee Number of Votes For Number of Votes Against Number of Votes Abstain Broker Non-Votes Alexandre Behring 347,230,379 40,972,013 474,920 6,330,218 Maximilien de Limburg Stirum 387,134,845 1,377,607 164,857 6,330,221 J. Patrick Doyle 383,126,156 5,489,485 61,674 6,330,215 Cristina Farjallat 382,110,204 6,506,472 60,637 6,330,217 Jordana Fribourg 359,240,989 29,061,333 374,986 6,330,222 Ali Hedayat 367,434,373 20,763,016 479,919 6,330,222 Marc Lemann 359,883,054 28,316,775 477,479 6,330,222 Jason Melbourne 379,363,666 9,148,536 165,112 6,330,216 Daniel S. Schwartz 386,405,131 2,105,362 166,824 6,330,213 Thecla Sweeney 387,671,634 836,724 168,953 6,330,219 evidence_url: https://www.sec.gov/Archives/edgar/data/1618756/000161875623000024/0001618756-23-000024-index.htm - Shareholder Votes Restaurant Brands International Inc. shareholders approved Approval of the 2023 Omnibus Incentive Plan at the 2023-05-23 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-23 source text: Proposal 4: Approval of the 2023 Omnibus Incentive Plan: Number of Votes For Number of Votes Against Number of Votes Withheld Broker Non-Votes 362,771,736 25,758,905 146,669 6,330,220 evidence_url: https://www.sec.gov/Archives/edgar/data/1618756/000161875623000024/0001618756-23-000024-index.htm - Shareholder Votes Restaurant Brands International Inc. shareholders approved Appointment of KPMG LLP as the Company's auditors to serve until the close of the 2024 Annual Meeting of Shareholders and authorization of the Company's directors to fix the auditors' remuneration at the 2023-05-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-23 source text: Proposal 3: Appointment of KPMG LLP as the Company's auditors to serve until the close of the 2024 Annual Meeting of Shareholders and authorization of the Company's directors to fix the auditors' remuneration: Number of Votes For Number of Votes Withheld Broker Non-Votes 375,987,782 19,019,747 1 evidence_url: https://www.sec.gov/Archives/edgar/data/1618756/000161875623000024/0001618756-23-000024-index.htm - Shareholder Votes Restaurant Brands International Inc. shareholders approved Approval, on a non-binding advisory basis, of the compensation paid by the Company to its named executive officers at the 2023-05-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-23 source text: Proposal 2: Approval, on a non-binding advisory basis, of the compensation paid by the Company to its named executive officers: Number of Votes For Number of Votes Against Number of Votes Withheld Broker Non-Votes 289,628,220 98,927,166 121,918 6,330,226 evidence_url: https://www.sec.gov/Archives/edgar/data/1618756/000161875623000024/0001618756-23-000024-index.htm - Shareholder Votes Restaurant Brands International Inc. shareholders rejected Consider a shareholder proposal to report on the Company's business strategy in the face of labour market pressure at the 2023-05-23 meeting. - Outcome: failed - Meeting: 2023-05-23 source text: Proposal 7: Consider a shareholder proposal to report on the Company's business strategy in the face of labour market pressure: Number of Votes For Number of Votes Against Number of Votes Withheld Broker Non-Votes 61,190,962 323,487,294 3,999,043 6,330,231 evidence_url: https://www.sec.gov/Archives/edgar/data/1618756/000161875623000024/0001618756-23-000024-index.htm - Shareholder Votes Restaurant Brands International Inc. shareholders rejected Consider a shareholder proposal regarding the Company's report on lobbying activities and expenditures at the 2023-05-23 meeting. - Outcome: failed - Meeting: 2023-05-23 source text: Proposal 6: Consider a shareholder proposal regarding the Company's report on lobbying activities and expenditures: Number of Votes For Number of Votes Against Number of Votes Withheld Broker Non-Votes 95,061,901 289,985,711 3,629,689 6,330,229 evidence_url: https://www.sec.gov/Archives/edgar/data/1618756/000161875623000024/0001618756-23-000024-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.