Proxy Alert: Withholding votes for the election of Alexandre Behring, RBI Nominating and Corporate Governance Committee Chair

Restaurant Brands International
Symbol: QSR (TSX/NYSE)
Annual Meeting Date: June 10, 2020

Recommendation:
WITHHOLD votes for the election of Alexandre Behring, Nominating and Corporate Governance Committee Chair

VOTE FOR Ballot item 4 asking the company to report to its shareholders on RBI’s minimum requirements and standards related to workforce practices.

SHARE’s Recommendation and rationale

Effective workforce management is associated with better corporate performance including lower employee turnover, higher productivity and innovation, and mitigation of risk. The importance of workforce management to company success is especially significant in customer-facing service industries where employees are critical to the customer experience and even more so at a time when supporting things like paid sick days, appropriate protective equipment and fair wages should be front and centre.

In 2019, the Atkinson Charitable Foundation filed a shareholder resolution asking the board of directors to report on the actions the company has taken to uphold decent work practices across its owned and franchised operations. Although the proposal was supported by a majority of independent shareholders (approximately 65%), the company has refused to implement the proposal and has not engaged constructively with the proposal proponent.

Therefore, we recommend shareholders to withhold their vote for the election of Alexandre Behring, Nominating and Corporate Governance Committee Chair.

Support for this recommendation is warranted and in the best interest of RBI and its shareholders because:

1. Withholding votes sends the board a clear message that shareholders are dissatisfied with the board’s inaction on a proposal supported by a large majority of independent shareholders, and

2. Withholding votes will add pressure on the board to address the substance of the shareholder resolution in question.

Please note that, in light of the company’s lack of response to the shareholder resolution voted at the 2019 AGM, the Atkinson Charitable Foundation re-filed a similar proposal to remind the company that shareholders are still waiting for implementation.

For the reasons above, SHARE urges shareholders to:

– Withhold their vote for Item 1: the election of Alexandre Behring, Nominating and Corporate Governance Committee Chair and,

– Vote for Item 4:  the shareholder proposal to issue a report from the Board of Directors to shareholders on RBI’s minimum requirements and standards related to workforce practices.

SHARE has filed a notice of exempt solicitation for the Restaurant Brands International Inc. (“RBI”) AGM on June 10, 2020. The notice is available on the SEC website https://sec.report/Document/0001214659-20-004375/.

Disclaimer

This is not a solicitation of authority to vote your proxy. Please DO NOT send us your proxy card; SHARE and the Atkinson Foundation are not able to vote your proxies, nor does this communication contemplate such an event. SHARE urges shareholders to withhold your vote on item 1 on the election of Alexandre Behring, Chair of the Nominating and Corporate Governance Committee, following the instructions provided on management’s proxy mailing.