🧾 What This Document Is

You're looking at the start of a DEF 14A filing, also known as a proxy statement. Think of it as a company's official invitation and agenda for its annual shareholder meeting. It's required by the SEC to give shareholders the information they need to vote on important issues.

This specific document is for Restaurant Brands International Inc. (QSR). Its purpose is to:

• Announce the 2026 Annual General Meeting.
• Provide details on the proposals shareholders will vote on.
• Introduce the board of director nominees.
• Explain the company's governance and executive pay philosophy.

👉 Why it matters: This isn't just a notice; it's a key governance document. It shows you, as a potential investor or shareholder, how the company is run, who's in charge, and what management wants you to approve.

🏢 What The Company Does

In simple terms, Restaurant Brands International (RBI) is a fast-food giant. It doesn't just run one chain; it owns four famous brands:

• Tim Hortons (coffee and donuts)
• Burger King (burgers)
• Popeyes (chicken)
• Firehouse Subs (hot submarine sandwiches)

As of December 31, 2025, it had over 33,000 restaurants in more than 120 countries, generating nearly $47 billion in annual system-wide sales. Most of these are franchised, meaning local owners operate the stores under RBI's brands.

👉 Why it matters: Understanding RBI's franchise-heavy model is crucial. It means their revenue comes mainly from royalties and fees from franchisees, not from directly selling burgers and coffee. Their success depends on the strength and popularity of these four iconic brands worldwide.

📅 The Meeting: When & Where

The Annual General Meeting will be a hybrid event, meaning you can join in person or online.

• Date: June 3, 2026
• Time: 8:00 a.m. (Eastern Time)
• Physical Location: Tim Hortons headquarters at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1, Canada.
• Virtual Access: https://meetings.lumiconnect.com/400-918-435-853
• Record Date: April 8, 2026. You must be a shareholder on this date to vote.

👉 Key takeaway: Shareholders and unit holders can attend, vote, and ask questions. Beneficial owners (like if you own shares through a brokerage) can attend as guests but cannot vote or speak unless they appoint themselves as proxyholder.

🗳️ The Voting Menu: Your Three Choices

Shareholders will vote on three main proposals. The Board recommends voting FOR all of them.

1. Item 1: Elect 10 Directors: You'll vote on each director nominee individually. They are elected by majority vote (more "For" than "Against").
2. Item 2: Advisory Vote on Executive Compensation ("Say-on-Pay"): This is a non-binding vote to approve how the top executives are paid. It's a way for shareholders to signal approval or disapproval.
3. Item 3: Appoint the Auditor: Shareholders will vote to appoint KPMG LLP as the independent auditor until the 2027 meeting and authorize the Board to set their pay.

👥 Meet the Bosses: Director Nominees

The Board has nominated 10 directors for election. Here’s a snapshot of the key roles and a new face:

• Executive Chair: Patrick Doyle (not independent). The former Domino's Pizza CEO leads the Board, offering strategic guidance.
• Lead Independent Director: Ali Hedayat. He leads the independent directors and presides over meetings when the Executive Chair is absent.
• New Nominee: Marcia Smith. She's being added for her expertise in sustainability, government relations, and corporate affairs, developed over a decade at mining giant Teck Resources.
• Other Key Nominees: Include Alexandre Behring and Daniel Schwartz (from the investment firm 3G Capital, which owns a significant stake), and several others with backgrounds in finance, international business, and retail.

👉 Why it matters: The Board's mix of skills—shown in a matrix in the filing—is designed to cover everything from finance and M&A to digital tech and sustainability. Having a separate Executive Chair and CEO, plus a Lead Independent Director, is a governance structure meant to provide strong, balanced oversight.

🏛️ How the Company is Run: Governance Highlights

RBI emphasizes a strong, independent board and clear separation of duties.

• Independence: 9 out of the 10 director nominees are considered independent. All Board committees are made up solely of independent directors.
• Annual Elections: Every director stands for election every single year.
• Board Evaluation: The Board and its committees assess their own performance annually.
• Key Committees:
  • Audit Committee (Chaired by Ali Hedayat): Oversees financial reporting, the auditor, and risks like cybersecurity.
  • Compensation Committee (Chaired by Alexandre Behring): Designs executive pay to align with shareholder interests.
  • Nominating & Corporate Governance Committee (Chaired by Alexandre Behring): Recommends directors and oversees governance guidelines.

👉 Why it matters: These practices are designed to protect shareholder interests. Independent directors ensure management is held accountable, and annual elections mean the entire board is responsive to shareholder sentiment each year.

🧠 The Analogy

Think of this proxy statement like the agenda and candidate bios for a school's annual parent-teacher association (PTA) election. The school (RBI) is telling all the parents (shareholders): "Here's when and where our big meeting is. Here are the parents running for the board (director nominees). We want you to vote on our plans for the year (the proposals), including whether you approve of how the principal's (CEO's) performance and pay are managed."

🧩 Final Takeaway

This document is your roadmap to understanding how Restaurant Brands International is governed and where it's heading. Your vote as a shareholder is your voice in electing the board that oversees the company's four iconic food brands and in approving its leadership and pay practices.