Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) 2020 Annual Bonus Plan
As set forth in the Compensation Discussion and Analysis in the proxy statement
for the 2020 annual meeting of stockholders of Restaurant Brands International
Inc. ("RBI"), the annual bonus program is designed to motivate and reward
employees who contribute positively toward our business strategy, and achieve
both financial and individual performance targets. Consistent with these
objectives, the Compensation Committee (the "Committee") of the RBI's Board of
Directors has considered the impact of the COVID-19 pandemic, which has impacted
RBI's business in ways that could not be anticipated at the time that these
performance targets were established with respect to the 2020 plan year, and
accordingly, in August 2020, determined that it was in the best interests of the
Company and stockholders to revise the performance criteria for the 2020 bonus
awards under the annual bonus program, including the performance goals
applicable to RBI's named executive officers.
For each named executive officer, 2020 bonus awards will be tied to an
achievement percentage based on achievement of the executive's KPIs adjusted by
a global multiplier. However, the global multiplier that the Committee
originally set in January 2020 has been revised based on an updated operating
budget approved by the Board of Directors on August 5, 2020. In addition, under
the revised 2020 annual bonus program, each named executive officer's incentive
award opportunity has been reduced from a maximum of 172.5% of their individual
bonus target to a maximum of 80% of their individual bonus target amount as
established under the terms of our annual bonus program. Attainment of the
target global multiplier results in a payout of 80% of the earned bonus based on
the achievement percentage, while attainment of the threshold multiplier results
in a payout of 50% of such earned bonus.
The Compensation Committee believes the revised program is better aligned with
the current outlook for the company given the business disruption from the
Covid-19 pandemic, and it ensures we appropriately motivate, reward and retain
our executives as we recover from the pandemic.
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