Restaurant Brands International : 2024 Proxy Statement

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Restaurant Brands International Inc.

130 King Street West, Suite 300

Toronto, Ontario, Canada M5X 1E1

April 25, 2024

Dear Shareholder,

We invite you to attend Restaurant Brands International Inc.'s 2024 annual general meeting of shareholders (the "Meeting") for the following purposes:

1. Elect ten directors specifically named in the management information circular and proxy statement that accompanies this Notice of Meeting (the "proxy statement"), each to serve until the close of the 2025 annual general meeting of shareholders (the "2025 Annual Meeting") or until his or her successor is elected or appointed.
2. Approve, on a non-binding advisory basis, the compensation paid to our named executive officers.
3. Appoint KPMG LLP as our auditors to serve until the close of the 2025 Annual Meeting and authorize our directors to fix the auditors' remuneration.
4. Consider shareholder proposals described in the accompanying proxy statement, if properly presented at the Meeting.

You will also be asked to transact any other business that may properly come before the Meeting. Only (1) holders of our common shares as of the close of business on the Record Date and (2) the trustee that holds our special voting share, are entitled to notice and to vote at the Meeting.

We are conducting a hybrid shareholder meeting, allowing participation both online and in person. Registered shareholders and duly appointed proxyholders can attend the Meeting in person at 130 King Street West, Suite 300, Toronto, Ontario, M5X 1E1 or online at https://web.lumiagm.com/472358988 where they can participate, vote, and submit questions during the meeting's live webcast. Non-registered (beneficial) shareholders and holders of partnership units who have not duly appointed themselves as proxyholder will be able to attend the Meeting online as guests, but guests will not be able to vote or ask questions at the Meeting.

Proxies must be received no later than 11:59 p.m. (Eastern Time) on June 4, 2024 or, if the Meeting is adjourned or postponed, no later than 8:00 a.m. (Eastern Time) on the business day immediately preceding the reconvened Meeting day. The Chair of the Meeting has the discretion to accept proxies received from shareholders after such deadline (or to waive or extend the deadline) but may not waive the deadline for holders wishing to appoint another person to represent them at the Meeting.

Please read the enclosed proxy statement to learn more about the Meeting, our director nominees, and our executive compensation and governance practices. Thank you for your participation and we look forward to the Meeting.

Sincerely,

Jill Granat

General Counsel & Corporate Secretary

IT IS IMPORTANT THAT YOU CAREFULLY

READ THE PROXY STATEMENT AND VOTE

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS ("Notice of Meeting")

Meeting Date: June 6, 2024

Time: 8:00 a.m. (Eastern Time)

Location: 130 King Street

West, Suite 300, Toronto,

Ontario, M5X 1E1, Canada

Record Date: April 12, 2024

We expect to mail an Important Notice Regarding Internet Availability of Proxy Materials for the 2024 Annual General Meeting of Shareholders on or about April 25, 2024.

We are providing access to the proxy statement and annual report via the Internet using the "notice and access" system. These materials are available on the website referenced in the Notice (www.envisionreports.com/ RBI2024).

To appoint a proxyholder other than one we designate (including beneficial holders wishing to appoint themselves), holders must follow the instructions in the proxy statement, including the additional step of registering the proxyholder with our transfer agent.

Notice of Annual Meeting of Shareholders and 2024 Proxy Statement

Restaurant Brands International

Restaurant Brands International Inc.

130 King Street West, Suite 300

Toronto, Ontario, Canada M5X 1E1

April 25, 2024

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

Management Information Circular and Proxy Statement for 2024 Annual General Meeting of Shareholders

Restaurant Brands International Inc. ("RBI") is making this management information circular and proxy statement (the "proxy statement"), including all schedules and appendices hereto, available to you in connection with the solicitation of proxies for use at the annual general meeting (the "Meeting") of the shareholders of RBI to be held at 130 King Street West, Suite 300 Toronto, Ontario, Canada M5X 1E1 on June 6, 2024 at 8:00 a.m. (Eastern Time), or at any adjournment(s) or postponement(s) thereof, for the purposes set out in the Notice of Meeting. Shareholders and holders of Class B exchangeable partnership units ("Partnership exchangeable units") of Restaurant Brands International Limited Partnership ("Partnership") will have an equal opportunity to participate at the Meeting.

RBI is the sole general partner of Partnership. RBI's common shares trade on the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") under the ticker symbol "QSR". As a result, RBI is subject to the applicable governance rules and listing standards of both the NYSE and TSX. The Partnership exchangeable units trade on the TSX under the ticker symbol "QSP". Partnership is subject to the applicable governance rules and listing standards of the TSX to the extent not satisfied by RBI. In addition, each of RBI and Partnership is a reporting issuer in each of the provinces and territories of Canada and, as a result, is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. Partnership has received exemptive relief dated October 31, 2014 from the Canadian securities regulators. This exemptive relief effectively allows Partnership to satisfy its Canadian continuous disclosure obligations by relying on the Canadian continuous disclosure documents filed by RBI, for so long as certain conditions are satisfied. For more discussion of this exemptive relief and the disclosure required by such relief, please see Appendix A.

We expect that the solicitation of proxies will be by mail. We have retained Alliance Advisors, LLC for certain advisory and solicitation services at a fee of approximately $35,000. Proxies may also be solicited personally, by telephone, e-mail, Internet, facsimile, or other means of communication by officers, employees, and agents of RBI. The cost of solicitation will be borne by RBI.

We are providing access to this proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2023 (collectively the "proxy materials") via the Internet using the "notice and access" system. On or about April 25, 2024, we expect to begin mailing a Notice Regarding Internet Availability of Proxy Materials (the "Notice") to all holders of record of common shares and Partnership exchangeable units as of April 12, 2024. We will also post the proxy materials on the website referenced in the Notice (www.envisionreports.com/RBI2024). In the case of beneficial owners of these securities, the Notice is being sent indirectly through such shareholders' or unitholders' brokers or other intermediaries. We intend to reimburse these brokers or other intermediaries for permitted fees and costs incurred by them in mailing the Notice to beneficial owners of securities.

As more fully described in the Notice, all holders of common shares and Partnership exchangeable units may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

In this proxy statement, the words, "RBI", "we", "our", "ours" and "us" refer to Restaurant Brands International Inc. Except as otherwise stated, the information contained herein is given as of April 22, 2024. Unless otherwise indicated, all references to "$" or "dollars" are to the currency of the United States and "Canadian dollars" or "C$" are to the currency of Canada.

The date of this proxy statement is April 25, 2024.

Restaurant Brands International

Executive Summary

EXECUTIVE SUMMARY

Company at a Glance

Restaurant Brands International ("RBI") is one of the world's largest quick service restaurant companies with over $40 billion in annual system-wide sales1 and over 30,000 restaurants in more than 120 countries and territories as of December 31, 2023. We own four of the world's most prominent and iconic quick service restaurant brands - TIM HORTONS®, BURGER KING®, POPEYES® and FIREHOUSE SUBS®. These independently operated brands have been serving their respective guests, franchisees, and communities for decades. Through its Restaurant Brands for Good framework, RBI is improving sustainable outcomes related to its food, the planet, and people and communities.

At RBI, our core values are:

We are committed to growing the TIM HORTONS®, BURGER KING®, POPEYES® and FIREHOUSE SUBS® brands by leveraging these core values, employee and franchisee relationships, and our long track records of community support. Beginning with the fourth quarter of 2023, RBI is reporting results under five segments: one for each of the brands in the U.S. and Canada and the fifth segment, International, which includes operations of all four brands outside the U.S. and Canada.

Restaurant Brands International

2024 Proxy Statement | Page i

					Executive Summary
2023 Business Performance
	SYSTEM-WIDE		COMPARABLE		NET RESTAURANT
	SALES GROWTH1		SALES1		GROWTH2
TIM HORTONS®	11.0%	10.4%	0.1%
BURGER KING®	6.9%	7.4%	(3.3)%
POPEYES®	10.5%	4.8%	4.9%
FIREHOUSE SUBS®	7.1%	3.8%	3.0%
INTERNATIONAL	17.6%	9.0%	8.9%
CONSOLIDATED	12.2%	8.1%	3.9%

• Total Revenues of $7,022 million, an increase of 8% over 2022
• Net Income of $1,718 million, an increase of 16% over 2022
• Adjusted Operating Income3 of $2,200 million, an increase of 6% over 2022

1. System-widesales growth and comparable sales are calculated on a constant currency basis, which means the results exclude the effect of foreign currency translation ("FX Impact"). For system-wide sales growth and comparable sales, we calculate the FX Impact by translating prior year results at current year monthly average exchange rates. Comparable sales refers to the percentage change in restaurant sales in one period from the same prior year period for restaurants that have been open for 13 months or longer for TH, BK and FHS and 17 months or longer for PLK. Additionally, if a restaurant is closed for a significant portion of a month, the restaurant is excluded from the monthly comparable sales calculation. System-wide sales growth and comparable sales are presented on a system- wide basis, which means they include sales at franchise restaurants and company restaurants. System-wide sales are driven by our franchise restaurants, as approximately nearly all of system-wide restaurants are franchised. Franchise sales represent sales at all franchise restaurants and are our franchisees' revenues. We do not record franchise sales as revenues; however, our royalty revenues and advertising fund contributions are calculated based on a percentage of franchise sales.
2. Net restaurant growth refers to the net increase in restaurant count (openings, net of permanent closures) over a trailing twelve-month period, divided by the restaurant count at the beginning of the trailing twelve-month period.
3. This is a non-GAAP financial measure. Non-GAAP measures do not have standardized meanings under GAAP and may differ from similarly captioned measures of other companies in our industry or otherwise. For further details regarding non-GAAP financial measures and a reconciliation to their most comparable GAAP measure, please see Appendix B of this proxy statement.

Corporate Governance Highlights

• 9 of 10 Director Nominees are independent under the NYSE and TSX listing standards
• Separate Executive Chair and CEO roles and a Lead Independent Director, with well-defined oversight responsibilities
• Each of our Board of Directors committees is comprised solely of independent directors
• All directors stand for election annually
• Average director tenure is ~4 years with 3 new directors onboarded since the end of 2022
• Executive sessions of directors without management held at each regular meeting
• Robust Corporate Governance Guidelines
• Annual self-assessments for Board and Committees overseen by NCG Committee (as defined below)
• Majority voting for election of directors as provided in the Canada Business Corporations Act
• Culturally and geographically diverse mix of directors who live on three continents
• 3 of 10 director nominees are women

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Restaurant Brands International

Executive Summary

Board Highlights

The following matrix shows the balance of skills, qualifications, and demographic backgrounds our directors bring to their oversight of our company, based on information received from each of our directors in response to our annual director questionnaire. At least annually, the NCG Committee evaluates and reports to our Board on the skills, qualifications, and demographic backgrounds desirable for our Board to best advance our business strategies and serve the interests of all our stakeholders.

	Behring	De Limburg Stirum	Doyle	Farjallat	Fribourg	Hedayat	Lemann	Melbourne	Schwartz	Sweeney	Total
Senior Leadership Experience	Î	Î	Î	Î	Î	Î		Î	Î	Î	9
Business Development / M&A Experience	Î	Î	Î	Î		Î	Î		Î	Î	8
Financial Experience	Î	Î	Î			Î	Î	Î	Î	Î	8
Global Experience	Î	Î	Î	Î		Î	Î		Î		7
Human Resource / Compensation Experience	Î	Î			Î		Î			Î	5
Franchise / Brand Marketing / Retail Experience	Î	Î	Î	Î		Î			Î	Î	7
Restaurant Industry / Operations Expertise	Î	Î	Î						Î	Î	5
Real Estate Experience			Î			Î	Î				3
Corporate Social Responsibility / Governance		Î			Î						2
Experience
Digital / Technology Experience	Î		Î	Î			Î				4
Government / Regulatory Expertise										Î	1

Board Tenure

3

< 3 yrs

5

3-6 yrs

6+ years

2

Gender

30

Female

Male

70

Ethnic Diversity

	1	Black
	2	Lano/a
		Middle
6	1	Eastern

White

Executive Chairman and Chief Executive Officer Transitions

To lead our next phase of growth, the Board appointed Joshua Kobza as our Chief Executive Officer effective March 1, 2023. Mr. Kobza has held increasingly senior roles with Restaurant Brands International over the last 11 years, most recently as Chief Operating Officer (2019-2023) and played a key role in the acquisitions of Tim Hortons in 2014, Popeyes in 2017 and Firehouse Subs in 2021.

This follows the November 2022 appointment of Patrick Doyle as our Executive Chairman. As the former CEO of Domino's Pizza from 2010 to 2018, Mr. Doyle led one of the restaurant industry's most successful transformations, driving the company's culinary reinvention and pioneering new technology and other innovations that helped make Domino's the largest pizza chain in the world.

Restaurant Brands International

2024 Proxy Statement | Page iii

		Executive Summary
Compensation Highlights
What We Do		What We Don't Do
✓ Incentives aligned with performance and		No change-in-control excise tax gross-ups
ownership culture to align with shareholder
interests
✓ Performance metrics support our growth strategy		No repricing of stock options without shareholder
		approval
✓ Incentive clawback policy		No single-triggerchange-in-control acceleration
✓ Substantial stock ownership guidelines, CEO at 12x		No hedging or pledging of RBI equity by officers and
base salary		employees
✓ Annual say on pay advisory vote		No termination for good reason provisions

Our incentive plans and programs reinforce our culture of ownership, ensure alignment of executives' and shareholders' interests, and provide for a strong link between pay and performance.

• For 2023, 94% of our CEO's target total direct compensation and an average of 90% of each of our other named executive officers' target total direct compensation was performance-based and/or long-term compensation.

	CEO Pay Mix	Average NEO Pay Mix
	6%		10%
		14%		13%
	94%		90%
	Performance-		Performance-
	Based or Long-	15%	Based or Long-
	Term	Term
65%	Compensation		62% Compensation 15%

Base Salary

Target Bonus

Target Swap RSUs

Target PSUs

• Annual cash incentives are performance-based and are subject to achievement of our minimum financial goals for the calendar year.
• We strive to create an ownership culture with performance-basedlong-term equity awards in addition to the bonus swap program. The bonus swap program provides equity awards to those executives who are willing to invest in the company through the purchase of shares at fair market value which are matched with restricted stock units that vest over time. The program encourages retention of those shares as the matching equity awards are forfeited if the purchased shares are sold prior to vesting of the awards.

Sustainability Highlights

We believe that the delicious, affordable, and convenient meals you love must also be sustainable, and in 2023, we continued to bring that vision to life. This past year we continued to focus our efforts on executing against the sustainability strategy we spent the past four years building, including:

• advancing our ambitious climate targets,
• increasing our use of sustainable materials and reducing our guest-facing packaging overall,
• providing guests with high-quality ingredients,

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Restaurant Brands International

Executive Summary

• fulfilling our commitment to improving animal welfare outcomes, and
• enhancing diversity across our teams at RBI.

Our Audit Committee oversees our broad range of sustainability efforts and receives updates at least quarterly. See "Sustainability - Restaurant Brands for Good" on page 19, for more information.

Shareholder Engagement

We actively engage with our shareholders and stakeholders in a number of forums on a year-round basis and also monitor developments in corporate governance and sustainability. During late fiscal 2023 and early 2024, we reached out to our top shareholders representing approximately 58% of our outstanding common shares. Thirteen shareholders representing 40% of our outstanding common shares agreed to meet with us to discuss a broad range of business strategy, executive compensation, governance, and sustainability topics. Shareholder feedback we received during these meetings was shared with our Board, which incorporated this input into its decision- making. See "Shareholder Engagement" on page 22, for more information.

Roadmap of Voting Items
	Board
Voting Item	Recommendation
Item 1. Election of Directors.
We are asking shareholders to vote on each director nominee to the Board. We believe that each	FOR
of our director nominees possesses the experience, skills, and qualities to fully perform his or her
duties as a director and contribute to our success.
Item 2. Shareholder Advisory Vote to Approve Named Executive Officer Compensation.
We believe that compensation is an important tool to further our long-term goal of creating	FOR
shareholder value. We are seeking approval of a non-binding advisory vote from our
shareholders in favor of the compensation of our named executive officers as described in this
proxy statement.
Item 3. Appointment of KPMG LLP as our auditors.
We are asking shareholders to vote on a proposal to appoint KPMG LLP as our independent	FOR
auditors to serve until the close of the 2025 Annual Meeting and authorize our directors to fix the
auditors' remuneration.
Item 4-11. Shareholder Proposals	AGAINST

Restaurant Brands International

2024 Proxy Statement | Page v

Table of Contents

Proposal 1 - Election of Directors	2
Corporate Governance	10
Compensation Discussion and Analysis	30
Executive Compensation	45
Proposal 2 - Advisory Vote on Executive Compensation	54
Proposal 3 - Appointment of Independent Registered Public
Accounting Firm	55
Proposal 4-11 - Shareholder Proposals described in this
proxy statement, if properly presented at the Meeting	58
Other Information	74
Security Ownership Information
Pay Versus Performance
CEO Pay Ratio
Questions and Answers About the Meeting and Voting	80
Other Matters	90
Appendix A - Summary of the Terms of the Securities of RBI
and Partnership	A-1
Appendix B - GAAP to Non-GAAP Reconciliations	B-1
Appendix C - Description of Incentive Plans	C-1

BUSINESS OF MEETING

DIRECTOR NOMINEES:

10 Nominees

Elected by majority vote

SAY ON EXECUTIVE

COMPENSATION:

Support our pay for performance practices

APPOINTMENT OF

AUDITORS:

Recommended by Board

Approved by Shareholders

SHAREHOLDER PROPOSALS

Restaurant Brands International

2024 Proxy Statement | Page 1

Proposal 1 - Election of Directors

PROPOSAL 1 - ELECTION OF DIRECTORS

Our by-laws permit the Board of Directors (the "Board") to determine the number of directors that constitute the Board, provided that the Board shall not consist of fewer than 3 or greater than 15 members. We currently have 10 members of the Board. In addition, our by-laws provide that at least 25% of the directors shall be resident Canadians, as required by the Canada Business Corporations Act (the "CBCA").

Our Board consists of directors who have a diverse set of perspectives, backgrounds, and experiences. We believe a board of the proposed size and composition is appropriate and allows effective committee organization and the facilitation of efficient meetings and decision-making.

Our director nominees are: Messrs. Behring, de Limburg Stirum, Doyle, Hedayat, Lemann, Melbourne, and Schwartz, and Mses. Farjallat, Fribourg, and Sweeney. Messrs. Hedayat and Melbourne, and Ms. Sweeney are each a resident Canadian as defined by the CBCA.

Mr. Doyle joined RBI as Executive Chairman, an officer position, in November 2022. In January 2023, the Board appointed Mr. Doyle as Executive Chair of the Board. Mr. Doyle has extensive experience in the quick service industry and the success that he delivered at Domino's Pizza positions him well to assist RBI in accelerating its growth, including through franchisee profitability initiatives. Mr. Doyle is also able to provide the Board and our senior executives, including our CEO, with unparalleled perspective, guidance, advice and strategic vision regarding the quick service industry and RBI's business, operations and strategy. As Mr. Doyle does not have daily operational responsibilities, he is able to focus on leading the Board in fulfilling its oversight and governance responsibilities. Mr. Doyle acts as a bridge between the Board and the CEO, offering guidance and strategic direction.

Mr. Hedayat has served as Lead Independent Director since June 2023 and as a director since 2016.

Mr. Hedayat is a seasoned investment banker and public company board director, bringing financial expertise, M&A integration experience and corporate governance oversight. Mr. Hedayat works closely with Mr. Doyle to provide an informed, independent perspective to all matters of the Board.

As we discuss under "Corporate Governance-Board Independence" on page 12 of this proxy statement, our Board conducts an evaluation of the independence of each director and has determined that all of our director nominees, except Mr. Doyle, qualify as "independent" directors under the NYSE listing standards, the rules of the TSX and Canadian securities laws.

We believe that each of our director nominees possesses the experience, skills, and qualities to fully perform his or her duties as a director and contribute to our success. Our director nominees were nominated because each is of high ethical character, is highly accomplished in his or her field with superior credentials and recognition, has a sound personal and professional reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Further, it is our view that these director nominees complement each other as a group. Our director nominees appear on the following pages. Each director nominee's principal occupation and other pertinent information about particular experience, qualifications, attributes, and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.

In accordance with the CBCA, a nominee will be elected only if the number of votes cast in the nominee's favour represents a majority of the votes cast for and against them, subject to certain exceptions. See "Corporate Governance-Election of Directors-Majority Voting" beginning page 13 of this proxy statement.

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Restaurant Brands International