June 2, 2020 – A shareholder of Restaurant Brands International (RBI) is recommending that shareholders withhold their vote for Alexandre Behring, the company’s co-chair. Behring is also the managing partner of 3G Capital, the Brazilian hedge fund that owns a controlling stake in RBI.
The recommendation to shareholders results from the company’s failure to meaningfully engage with the proponent of a shareholder resolution about decent work that was supported by more than 65 per cent of independent shareholders at the company’s 2019 AGM. The recommendation is made by SHARE on behalf of the Atkinson Foundation, a company shareholder.
“While shareholder proposals are advisory in nature, companies need to respect the rights of shareholders and make a meaningful effort to engage on issues they raise,” said Anthony Schein, Director of Shareholder Advocacy. “From a governance perspective, ignoring a shareholder resolution that received this kind of widespread support is worrying. That’s why we’re recommending shareholders withhold their support from Alexandre Behring.”
Last year, the Atkinson Foundation, with SHARE’s support, filed a proposal asking the company for a report on decent work practices across all operations. SHARE filed a similar proposal at this year’s AGM. The proposal addresses shareholder concerns about how the company’s human capital management practices has put workers and the company’s reputation at risk.
“As a mission-driven charitable foundation, we care about how the companies in our portfolio treat their workers,” explained Colette Murphy, the Executive Director of the Atkinson Foundation. “As shareholders, we also care about the long-term performance of our investments and we know that company approaches to human capital management can create long-term value as well as pose serious risks. That’s why there are increasing investor expectations for better workforce disclosure and more information.”
SHARE filed an “exempt solicitation” with the Securities and Exchange Commission to notify other shareholders of its recommendation. This process allows shareholders to communicate with one another without triggering proxy rules which require communication to be sent to all shareholders through a proxy circular. Exempt solicitations are filed with regulators and are widely available to all investors. SHARE will not be seeking proxies from other shareholders on this vote.
Damon van der Linde
Shareholder Association for Research and Education (SHARE)
SHARE is a Canadian leader in responsible investment services, research and education for institutional investors and offers proxy voting, shareholder engagement and consulting services, education and timely research that help investors integrate environmental, social and governance issues in the investment management process. Visit www.SHARE.ca.