Restaurant Brands (RSTRF) shareholders approve board slate, pay and KPMG auditors

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 all ten director nominees, each to serve until the close of the 2027 Annual Meeting or until a successor is chosen.

Shareholders also approved, on a non-binding advisory basis, the compensation paid to the company’s named executive officers, with 387,547,825 votes for and 9,993,041 against. In addition, KPMG LLP was appointed as auditors until the 2027 Annual Meeting, with 390,184,325 votes for and 12,993,883 withheld.

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

Say-on-pay votes for: 387,547,825 votes Say-on-pay votes against: 9,993,041 votes Auditor appointment votes for: 390,184,325 votes +4 more

7 metrics

Say-on-pay votes for 387,547,825 votes Non-binding advisory vote on executive compensation at 2026 meeting

Say-on-pay votes against 9,993,041 votes Non-binding advisory vote on executive compensation at 2026 meeting

Auditor appointment votes for 390,184,325 votes Appointment of KPMG LLP until close of 2027 meeting

Auditor appointment votes withheld 12,993,883 votes Appointment of KPMG LLP until close of 2027 meeting

Votes for Alexandre Behring 386,544,846 votes Election as director until close of 2027 meeting

Votes against Alexandre Behring 10,905,772 votes Election as director until close of 2027 meeting

Broker non-votes on say-on-pay 5,533,070 votes Non-binding advisory vote on executive compensation

Key Terms

non-binding advisory basis, broker non-votes, Annual Meeting of Shareholders, named executive officers, +1 more

5 terms

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation paid by the Company"

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.

broker non-votes financial

"Number of Votes Abstain | Broker Non-Votes Alexandre Behring"

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.

Annual Meeting of Shareholders regulatory

"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.

named executive officers financial

"the compensation paid by the Company to its named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

remuneration financial

"authorized the Company’s directors to fix the auditors’ remuneration"

Remuneration is the total pay and benefits given to a company's employees, executives and board members, including salaries, bonuses, stock awards, pension contributions and other perks. Investors watch remuneration because it affects a company’s costs and the behavior of decision‑makers—generous or poorly structured pay can encourage risk-taking or dilute shareholders, while well-aligned packages can motivate management to grow value, much like a performance bonus that steers behavior toward a desired goal.

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Understanding 8-K Material Events →

0001618755false00016187552026-06-032026-06-03

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 LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Ontario

001-36787

98-1206431

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation)

File Number)

Identification No.)

130 King Street West, Suite 300
Toronto,			Ontario			M5X 1E1
(Address of Principal Executive Offices and Zip Code)

(905) 339-6011

(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: None

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

Title of each class

Trading Symbols

Name of each exchange on which registered

Class B exchangeable limited partnership units

QSP

Toronto Stock Exchange

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 LIMITED PARTNERSHIP, by its general partner RESTAURANT BRANDS INTERNATIONAL INC.
Date: June 3, 2026						/s/ Jill Granat
						Name:			Jill Granat
						Title:			General Counsel and Corporate Secretary

FAQ

What did Restaurant Brands International (RSTRF) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all key items at the 2026 Annual Meeting. They elected ten directors, endorsed executive compensation on an advisory basis, and appointed KPMG LLP as auditors through the 2027 Annual Meeting, authorizing directors to set the auditors’ remuneration.

How did Restaurant Brands International (RSTRF) shareholders vote on the board of directors in 2026?

Shareholders elected ten directors named in the proxy statement to serve until the 2027 Annual Meeting. Each nominee, including Alexandre Behring and J. Patrick Doyle, received a strong majority of votes cast in favor, with additional broker non-votes reported separately.

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

Shareholders approved the company’s executive compensation on a non-binding advisory basis. The proposal received 387,547,825 votes for, 9,993,041 against, and 104,276 withheld, along with 5,533,070 broker non-votes recorded in the final tally.

Who is the auditor for Restaurant Brands International (RSTRF) after the 2026 shareholder meeting?

KPMG LLP was appointed as the company’s auditors until the close of the 2027 Annual Meeting. The appointment received 390,184,325 votes for, 12,993,883 votes withheld, and 4 broker non-votes, and directors were authorized to fix the auditors’ remuneration.

How many votes did Alexandre Behring receive in the Restaurant Brands International (RSTRF) 2026 director election?

Director nominee Alexandre Behring received 386,544,846 votes for, 10,905,772 votes against, and 194,526 abstentions. There were also 5,533,068 broker non-votes recorded in connection with his election to the board of directors.

What were the broker non-votes at the Restaurant Brands International (RSTRF) 2026 Annual Meeting?

Broker non-votes were reported for each proposal. For director elections and the say-on-pay vote, there were 5,533,070 broker non-votes, while the auditor appointment proposal showed 4 broker non-votes in the final voting results.

Filing Exhibits & Attachments

3 documents

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