Restaurant Brands International (QSR) 2026 shareholders back board, pay and KPMG auditors

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Restaurant Brands International Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 3, 2026. Shareholders elected ten directors, approved executive compensation on a non-binding advisory basis, and reappointed KPMG LLP as auditors until the close of the 2027 annual meeting.

Each director nominee received strong majority support, with votes for each in the hundreds of millions and relatively few votes against or abstentions. The advisory vote on named executive officer pay was also supported by a large majority of votes cast, and shareholders authorized the board to fix KPMG LLP’s remuneration as auditors.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for Marcia Smith: 397,229,186 votes Votes for Alexandre Behring: 386,544,846 votes Say-on-pay votes for: 387,547,825 votes +4 more

7 metrics

Votes for Marcia Smith 397,229,186 votes Director election at 2026 annual meeting

Votes for Alexandre Behring 386,544,846 votes Director election at 2026 annual meeting

Say-on-pay votes for 387,547,825 votes Advisory approval of executive compensation

Say-on-pay votes against 9,993,041 votes Advisory approval of executive compensation

Auditor appointment votes for 390,184,325 votes Appointment of KPMG LLP as auditors

Auditor votes withheld 12,993,883 votes Appointment of KPMG LLP as auditors

Broker non-votes on say-on-pay 5,533,070 votes Advisory vote on executive compensation

Key Terms

broker non-votes, non-binding advisory basis, Annual Meeting of Shareholders, Inline XBRL, +1 more

5 terms

broker non-votes financial

"Number of Votes For | Number of Votes Against | Number of Votes Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"approved, on an advisory basis, the compensation paid by the Company to its named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the “Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Inline XBRL technical

"Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/03/2026 - 04:32 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

RESTAURANT BRANDS INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Canada

001-36786

98-1202754

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)


5707 Waterford District Drive
Miami,	Florida	33126
(Address of Principal Executive Offices and Zip Code)

(305) 378-3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Shares, without par value

QSR

New York Stock Exchange

Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2026, Restaurant Brands International Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the Company’s shareholders: (i) elected the ten (10) directors specifically named in the Company’s management information circular and proxy statement (the “Proxy Statement”), each to serve until the close of the 2027 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, and (iii) appointed KPMG LLP as the Company’s auditors to serve until the close of the 2027 Annual Meeting of Shareholders and authorized the Company’s directors to fix the auditors’ remuneration.

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 2027 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	386,544,846	10,905,772	194,526	5,533,068
Maximilien de Limburg Stirum	396,984,644	616,474	44,024	5,533,070
J. Patrick Doyle	393,548,187	4,058,404	38,556	5,533,065
Cristina Farjallat	396,848,192	759,417	37,537	5,533,066
Ali Hedayat	393,457,494	4,142,830	44,820	5,533,068
Marc Lemann	391,720,662	5,882,501	41,983	5,533,066
Jason Melbourne	396,839,982	763,563	41,600	5,533,067
Daniel S. Schwartz	396,469,148	1,131,612	44,385	5,533,067
Marcia Smith	397,229,186	376,898	39,064	5,533,064
Thecla Sweeney	394,889,035	2,671,526	84,583	5,533,068

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
387,547,825	9,993,041	104,276	5,533,070

Proposal 3: Appointment of KPMG LLP as the Company’s auditors to serve until the close of the 2027 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
390,184,325	12,993,883	4

Item 9.01 Financial Statements and Exhibits


Exhibit Number						Description

104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	RESTAURANT BRANDS INTERNATIONAL INC.

Date: June 3, 2026	/s/ Jill Granat
	Name:	Jill Granat
	Title:	General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Restaurant Brands International (QSR) shareholders approve at the 2026 annual meeting?

Shareholders approved all management proposals, including electing ten directors, an advisory vote supporting named executive officer pay, and appointing KPMG LLP as auditors through the 2027 meeting with authorization for directors to set audit fees.

How did Restaurant Brands International (QSR) shareholders vote on director elections in 2026?

All ten nominated directors were elected with strong majorities. For example, Marcia Smith received 397,229,186 votes for and 376,898 against, while other nominees also saw hundreds of millions of votes in favor and relatively few against or abstentions.

What were the 2026 say-on-pay results for Restaurant Brands International (QSR)?

Shareholders approved executive compensation on a non-binding advisory basis, with 387,547,825 votes for, 9,993,041 votes against, and 104,276 votes withheld, alongside 5,533,070 broker non-votes, indicating broad support for the company’s named executive officer pay program.

Which auditor did Restaurant Brands International (QSR) shareholders appoint for the next year?

Shareholders appointed KPMG LLP as auditors to serve until the close of the 2027 Annual Meeting of Shareholders, with 390,184,325 votes for and 12,993,883 votes withheld, and also authorized the board of directors to fix KPMG’s remuneration.

Were there significant broker non-votes at the Restaurant Brands International (QSR) 2026 meeting?

Yes. Each director proposal and the say-on-pay proposal recorded 5,533,070 broker non-votes, while the auditor appointment proposal recorded 4 broker non-votes, reflecting shares present but not voting on certain items under brokerage voting rules.

Filing Exhibits & Attachments

4 documents