Independent
Tenure on this board
11.5 yrs
11 nominees · 3 ballot items.
Shareholders will vote to elect ten directors, approve on a non-binding advisory basis the compensation paid to named executive officers (say-on-pay), and appoint KPMG LLP as independent auditors and authorize their remuneration, each recommended FOR by the Board.
Elect ten named director nominees to the Board, each to serve until the 2027 annual meeting or until their successor is elected or appointed.
Non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 12.35% | 42,858,035 | $3.2B |
| 2 | Pershing Square Capital Management, L.P.Activist | 6.53% | 22,645,483 | $1.7B |
| 3 | EdgePoint Investment Group Inc. | 5.58% | 19,348,137 | $1.4B |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.97% | 10,311,116 | $763M |
| 5 | BAUPOST GROUP LLC/MAActivist | 2.33% | 8,080,112 | $597M |
| 6 | ROYAL BANK OF CANADA | 2.24% | 7,776,247 | $575M |
| 7 | GOLDMAN SACHS GROUP INC | 1.95% | 6,768,616 | $500M |
| 8 | CIBC WORLD MARKET INC. | 1.95% | 6,760,192 | $500M |
| 9 | Fiera Capital Corp | 1.93% | 6,692,221 | $494M |
| 10 | FMR LLC | 1.89% | 6,568,566 | $486M |
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