Item 1.01 Entry into a Material Definitive Agreement
On November 15, 2022, Restaurant Brands International Inc. ("RBI") and Lodgepole
231 LLC, a Delaware limited liability company of which J. Patrick Doyle is the
sole member, entered into a stock purchase agreement for the purchase of 500,000
common shares of RBI in a private placement at a price per share equal to the
average closing price on the New York Stock Exchange for the five trading days
preceding the agreement. The purchase agreement contains customary
representations, warranties and covenants and is expected to close on November
21, 2022, subject to regulatory approval. Mr. Doyle has agreed to directly or
indirectly hold the purchased shares for at least five years, subject to certain
exceptions. The private placement was approved by the Board of Directors of RBI.
At the time Lodgepole 231 LLC entered into the stock purchase agreement, Mr.
Doyle did not hold any direct or indirect beneficial interest in RBI common
shares.
The foregoing summary of stock purchase agreement does not purport to be
complete and is qualified in its entirety by reference to the complete terms of
the agreement filed as Exhibit 10.82 hereto
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On November 16, 2022, RBI announced that the Board of Directors of RBI
appointed J. Patrick Doyle to become Executive Chairman of RBI.
Mr. Doyle 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 and has been the Chairman of Best Buy's board since May 2020. 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 59 years old and
resides in Florida, United States.
Effective November 16, 2022, RBI entered into an offer letter with Mr. Doyle,
with respect to his employment as Executive Chairman. Mr. Doyle will report to
RBI's Board of Directors and is expected to be appointed to the Board in January
2023 as its Executive Chair. He will not receive any base salary nor be eligible
for the annual bonus plan. In lieu of such compensation, he will receive a
one-time equity grant as described below on or about November 21, 2022.
In connection with his appointment as Executive Chairman, the Compensation
Committee approved the grant of (i) 2,000,000 options with an exercise price of
the fair market value on the date of grant that vest after five years and expire
after ten years; (ii) 500,000 restricted stock units that vest ratably over five
years; and (iii) 750,000 performance share units that vest after five and half
years and may be earned from 50% for threshold performance to 200% for maximum
performance, based on meeting performance targets tied to the appreciation of
the price of RBI common shares, with none of the award being earned if the
threshold performance is not met. Target performance for the performance share
units will be $97.87, approximately a 10% compound annualized return, with
threshold performance earned at $81.32, approximately a 6% compound annualized
return, and maximum performance earned at $122.23, approximately a 15% compound
annualized return, in each case for RBI's share price over five years. For the
performance award, the target amount can be earned using the volume weighted
average price on the NYSE over 30 consecutive trading days (plus cumulative
dividends) during the period from two and half years following the grant date
until five and half years following the grant date, but if earned prior to the
end of such period will be subject to forfeiture based on continued services 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. Although an employee
Executive Chairman, Mr. Doyle may engage in other part-time services that are
not competitive with RBI.
There are no arrangements or understandings between Mr. Doyle and any other
persons pursuant to which Mr. Doyle was selected as the Executive Chairman of
the Company. There are no family relationships between Mr. Doyle and any
director or executive officer of the Company. Other than the arms'-length
purchase of shares entered into prior to his engagement, Mr. Doyle does not have
a direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended.
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The foregoing summary of Mr. Doyle's offer letter and the award agreements for
the options, restricted stock units and performance share units do not purport
to be complete and are qualified in their entirety by reference to the complete
terms of the offer letter filed as Exhibit 10.83 hereto, the option award
agreement filed as Exhibit 10.84, the restricted stock unit award agreement
filed as exhibit 10.85 and the performance award agreement filed as Exhibit
10.86, each of which is incorporated herein by reference.
A copy of the press release issued by the Company on November 16, 2022,
announcing Mr. Doyle's appointment as Executive Chairman is attached as Exhibit
99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
Number
10.82 Stock Purchase Agreement, dated November 15, 2022 between Restaurant Brands
International Inc. and Lodgepole 231 LLC.
10.83 Offer Letter, dated November 15, 2022, between J. Patrick Doyle and
Restaurant Brands International US Services LLC.
10.84 Form of Option Award Agreement for J. Patrick Doyle
10.85 Form of Restricted Stock Unit Award Agreement for J. Patrick Doyle
10.86 Form of Performance Award Agreement
99.1 Press Release dated November 16, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within
the Inline XBRL document
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