RESTAURANT BRANDS INTERNATIONAL INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
OnJune 15, 2022 ,Restaurant Brands International Inc. (the "Company") held its 2022 Annual Meeting of Shareholders (the "Meeting"). At the Meeting, the Company's shareholders: (i) elected the twelve (12) directors specifically named in the Company's management information circular and proxy statement (the "Proxy Statement"), each to serve until the close of the 2023 Annual Meeting of Shareholders or until his or her successor is elected or appointed, (ii) approved, on an advisory basis, the compensation paid by the Company to its named executive officers, (iii) appointedKPMG LLP as the Company's auditors to serve until the close of the 2023 Annual Meeting of Shareholders and authorized the Company's directors to fix the auditors' remuneration, and (iv) did not approve a shareholder proposal to report on the Company's business strategy in the face of labour market pressure including information on franchisee human capital management. The voting results for each proposal are as follows:
Proposal 1: Election of the twelve (12) directors specifically named in the Proxy Statement, each to serve until the close of the 2023 Annual Meeting of Shareholders or until his or her successor is elected or appointed:
Nominee Number of Votes For Number of Votes Withheld Broker Non-Votes
Alexandre Behring 356,561,313 27,616,114 6,172,935
João M. Castro-Neves 383,507,208 670,219 6,172,935
Maximilien de Limburg Stirum 382,746,014 1,431,372 6,172,935
Paul J. Fribourg 363,585,995 20,591,294 6,172,935
Neil Golden 383,537,695 639,732 6,172,935
Ali Hedayat 368,216,534 15,960,852 6,172,935
Golnar Khosrowshahi 374,822,149 9,355,278 6,172,935
Marc Lemann 383,030,420 1,146,983 6,172,935
Jason Melbourne 383,252,621 924,765 6,172,935
Giovanni (John) Prato 383,518,055 659,372 6,172,935
Daniel S. Schwartz 381,072,245 3,105,182 6,172,935
Thecla Sweeney 383,625,161 552,225 6,172,935
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
373,633,013 9,521,304 1,023,100 6,172,945
Proposal 3: Appointment of
Number of Votes For Number of Votes Withheld Broker Non-Votes
375,208,218 15,142,143 1
Proposal 4: Consider a shareholder proposal to report on business strategy in
the face of labour market pressure including information on franchisee human
capital management:
Number of Votes For Number of Votes Against Number of Votes Withheld Broker Non-Votes
52,689,859 324,932,791 6,554,765 6,172,947
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