Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On September 22, 2020, the Board of Directors (the "Board") of Restaurant
Brands International Inc. (the "Company"), on recommendation of the Nominating
and Corporate Governance Committee (the "NCG Committee"), increased the size of
the Board to twelve and appointed Jason Melbourne to the Board to fill the
vacancy, effective immediately.
The Board has determined that Mr. Melbourne qualifies as independent under the
applicable listing standards of the New York Stock Exchange and Toronto Stock
Exchange and applicable Canadian securities laws. There are no arrangements or
understandings between Mr. Melbourne and any other persons with respect to his
appointment as a director. Neither Mr. Melbourne nor any of his immediate family
members has been a participant in any transaction or currently proposed
transaction with the Company that is reportable under Item 404(a) of Regulation
S-K.
Mr. Melbourne will participate in the non-management director compensation
arrangements described under the heading "Director Compensation" in the
Company's 2020 Proxy Statement filed on April 29, 2020. The Company also intends
to enter into an indemnification agreement with Mr. Melbourne, the form of which
was previously filed with the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2014.
A copy of the press release issued by the Company on September 22, 2020,
announcing Mr. Melbourne's election to the Board is attached as Exhibit 99.1
hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99 Press release issued by the Company on September 22, 2020.
Cover Page Interactive File (the cover page tags are embedded within the
104 Inline XBRL document).
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RESTAURANT BRANDS INTERNATIONAL INC. 
