Restaurant Brands International Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten named director nominees to the Board, each to serve until the 2027 annual meeting or until their successor is elected or appointed.

2. 2

   Shareholder Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks shareholders to approve RBI’s 2025 executive compensation program as disclosed in the proxy, which the Board designs to align executive pay with long-term shareholder value through a pay-for-performance philosophy and significant equity-based incentives. Management seeks approval to validate its mix of base salary, annual cash incentives tied to business and individual metrics, a bonus-swap program that converts portion of cash bonuses into Investment Shares paired with Matching RSUs, and multi-year PSUs measured largely by relative TSR versus the S&P 500; the Compensation Committee also applies discretionary modifiers (e.g., a Burger King China modifier) in specific circumstances. The company emphasizes high “at-risk” pay (94% of CEO target pay and ~90% for other NEOs) and robust governance features such as clawback provisions, stock ownership guidelines, independent committee oversight, and use of an external compensation consultant. Notable context includes strong shareholder engagement prior to the meeting, prior say-on-pay support (~97.5% in 2025), and specific one-time or special awards (e.g., special PSUs for the CFO) and bonus adjustments tied to strategic transactions (BK China JV). Management’s case highlights the bonus-swap program’s intent to foster ownership and retention and PSUs’ use of relative TSR to align long-term outcomes with investors, while the Compensation Committee retained discretion to adjust payouts in light of execution and strategic outcomes. Potential investor concerns include the absolute level of equity-based and total pay for senior executives, reliance on discretionary adjustments, and complexity of incentive structures; however, the Company points to transparent disclosures, committee oversight, and prior positive shareholder feedback as mitigating factors. Because this vote is advisory, a favorable vote signals shareholder support and reinforces the Board’s approach; a negative vote would prompt further engagement and potential adjustments by the Compensation Committee. Overall, the Board recommends FOR to demonstrate alignment of executive incentives with performance and to preserve continuity in compensation design while acknowledging it will consider shareholder feedback in future program evolution.

3. 3

   Appointment of KPMG LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Authorize appointment of KPMG LLP as RBI’s independent registered public accounting firm to audit the 2026 consolidated financial statements and internal control over financial reporting and to serve until the 2027 Annual Meeting, and authorize directors to fix auditors’ remuneration.

Upcoming shareholder meetings at Restaurant Brands International Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Restaurant Brands International Inc 2026 annual meeting?

Restaurant Brands International Inc (QSR) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Restaurant Brands International Inc 2026 meeting?

The record date for the Restaurant Brands International Inc 2026 meeting is Wednesday, April 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Restaurant Brands International Inc's 2026 meeting?

The board is presenting 11 director nominees at the Restaurant Brands International Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Restaurant Brands International Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Restaurant Brands International Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.