Restaurant Brands International Inc. (QSR) Earnings Call Transcript & Summary

Good morning, everyone. My name is Jill Granat. I'm the General Counsel and Secretary for Restaurant Brands International and I'd like to welcome you to our 2024 Annual Meeting. The meeting agenda and the rules of meeting conduct are posted on the webcast and for you in the room, were handed out as you entered the room. If you need a copy, please raise your hand and we will get one for you. Okay. I'll quickly review the matters on this morning's agenda. Our Executive Chairman, Patrick Doyle, will chair the meeting and call the meeting to order. We'll then move on to consideration of the proposals, which are described in our management information circular and proxy statement and then to voting on each of the matters. The management information circular and proxy statements set forth the voting standards and the Board's recommendations for approval of each of these proposals. Following the voting, I'll announce the initial voting results and the formal business of the meeting will be adjourned. Patrick Doyle will then provide an update on our business performance. Before we get started, I'd like to direct your attention to the safe harbor statement that's included with your meeting agenda and the rules of meeting conduct. Certain information conveyed this morning is forward-looking information within the meaning of applicable securities laws. The safe harbor statement includes useful disclosure about the risks we face and the importance of not relying disproportionately on information that may be forward-looking in nature. Please refer to the safe harbor statement to view the full text. Now I'd like to introduce Patrick Doyle, who will chair the meeting.

Thank you, Jill and good morning, everyone. Now the meeting will please come to order. Computershare Trust Company of Canada will act as scrutineer for this meeting. Jill Granat will act as Secretary of the meeting and will now report the number of shares and votes represented in person or by proxy. If legal notice of the meeting has been duly given and if a quorum is present, then the meeting will be lawfully convened for the transaction of business. Jill?

Thank you, Patrick. As of April 12, 2024, the record date for this meeting, Restaurant Brands International, Inc. had outstanding 316,382,439 common shares and 1 special voting share. In addition, on the record date, there were 133,595,544 partnership exchangeable units of Restaurant Brands International Limited Partnership outstanding. Each holder of common shares is entitled to 1 vote per share. Pursuant to our voting agreement, Computershare as trustee is the record holder of the special voting share and is entitled to vote -- entitled to the number of votes equal to the number of partnership exchangeable units outstanding on the record date that provided voting instructions. Consequently, there are a total of 449,977,983 votes eligible to be cast at this meeting. For purposes of today's meeting, voting will proceed online and in person. We will allow time for shareholders or their proxies to cast a vote by completing their online or in-person ballots following the description of all matters to be voted on. Only shareholders or their proxies who have been properly presented to the transfer agent are entitled to take part in and vote at the meeting. To make the best use of our time, certain shareholders have been asked to move and second motions where required. The representatives of the scrutineer have advised that approximately 89.5% of the eligible votes are present or represented by proxy and that we have a quorum for today's meeting. Computershare Trust Company of Canada has provided an affidavit of mailing to show that notice of the meeting was given. A copy of both the notice and the affidavit will be incorporated into the minutes of the meeting. As notice of the meeting has been duly given and a quorum is present, the meeting is hereby convened and we will move forward with formal business. Voting will start following my description of the proposals. Please note that if you or your proxy has already voted, you should not vote during this meeting, unless you would like to change your vote. If you vote again using the online or in-person ballot, your vote during the meeting will revoke any previously submitted vote of yours. The first proposal is the election of directors. 10 directors are being considered today. Each director elected today will hold office until the close of the 2025 Annual Meeting of Shareholders or until his or her successor has been elected or appointed. The nominees are listed on Pages 3 to 8 of your proxy materials. May I please have a nomination that the following persons be elected as directors of the company to hold office until the next annual meeting or until their successor is elected or appointed. Alexandre Behring, Maximilien de Limburg Stirum, J. Patrick Doyle, Cristina Farjallat, Jordana Fribourg, Ali Hedayat, Marc Lemann, Jason Melbourne, Daniel Schwartz and Thecla Sweeney. Would a shareholder please make a motion?

Madam Secretary, my name is [ Michelle Kirsch ] and I so nominate.

Thanks, Michelle. Would a shareholder please second?

My name is [ John Damco ] and I second the motion.

Thanks, John. The company's bylaws require that nominations of directors by shareholders be received by the Secretary of the company in a prescribed manner in advance of the meeting in order to be valid. As no nominations were received from shareholders prior to the deadline the nominations for directors are closed. The second proposal, we're asking shareholders to cast a nonbinding advisory vote for approval of the named executive officer compensation as set forth in the management circular and proxy statement. May I have a motion for that?

I so move.

I second the motion.

Thank you. In the third proposal, we're asking shareholders to approve the selection of KPMG as the independent auditors of the company until the close of the 2025 meeting of shareholders and to authorize our directors to fix auditor's remuneration. Representatives of KPMG are present here at the meeting and are available to respond to any pertinent questions you may have for them. May I have a motion on the approval of this?

I so move.

I second the motion.

Thank you. Proposals 4 and 5 have been withdrawn and will not be presented or voted on at this meeting, nor will any votes cast in regard to those proposals be tabulated or reported. The sixth item of business today is a shareholder proposal regarding water risk. I recognize [ Serena Chen ], a representative of the filer of the shareholder proposal to present the proposal and make a motion to put it to a vote.

Thank you. Good morning, Chairman Doyle, members of the Board and shareholders. My name is [ Serena Chen ]. On behalf of the Province of St. Joseph of the Capuchin order, I present shareholder proposal #6, which asks the company to complete the water risk assessment of its supply chain and its responsive policies and practice to reduce the risk and prepare for water supplies' uncertainties associated with climate change. Agriculture is the leading driver of water degradation globally. An industry that relies extensively on agricultural supply chain at higher risk than others. RBI with 30,000 restaurants in more than 100 countries, is uniquely exposed to water-related climate risk, potentially impacting its ability to operate. RBI states it is committed to doing our part with respect to energy, water and waste but the company has failed to indicate how it is analyzing water risk across its operation and supply chain. It has not shown how it is managing water related supply chain impacts and disruption that should lead to increased input prices and a reduction in revenue. Undergoing TCFD-aligned climate risk analysis is commendable. However, the company failed to disclose any meaningful findings from this assessment related to water risk. The company and investor lot will be unable to evaluate whether suppliers are sufficiently handling this risk. What impending concerns may arise and if they are taking a proactive approach to sustainable water management? Over 240 companies have endorsed the UN Global Compact's CEO Water Mandate. RBI's competitors, including McDonald's, Domino's, Chipotle, Yum! Brands and Starbucks have all started -- progress to complete the water risk assessment. If RBI does not take proactive approach to evaluate and mitigate water risk, the company could be at risk, first of your financial and market share loss. We are concerned with the lack of progress in disclosure from the company. A full value chain water's risk assessment, disclosure of quantitative performance metrics and best practice strategies for water management would allow investors and consumers the ability to gauge whether RBI is adequately managing its water risk. We urge you to vote for Proposal #6 on RBI's proxy card. Thank you.

I second the motion.

Thank you. The seventh item of business today is a shareholder proposal regarding antibiotic policy. I recognize [ Sarah Murphy ], a representative of the filer of this shareholder proposal to present the proposal and make a motion to put it to a vote.

Shareholders ask RBI to comply with the World Health Organization guidelines on use of antimicrobials in food-producing animals throughout its supply chains. Overuse of antimicrobials is known to exacerbate antimicrobial resistance, AMR for short, which the WHO describes as one of the top 10 global public health threats facing humanity. Our proposal recommends that RBI adopt and adhere to a single scientific standard designed to protect human health. Such reprioritization is necessary to protect the diversified portfolios of RBI's shareholders. When the efficacy and availability of life-saving drugs are compromised, the entire economy suffers and when the economy suffers, investors lose. By 2050, AMR could cause USD 100 trillion in lost global production, thus lowering the economy's intrinsic value. A healthy economy is a far greater value driver for diversified portfolios than the profits of any one company within those portfolios. Numerous studies have shown that systematic factors explain 75% to 94% of average portfolio return. Thus, whatever marginal increase in returns RBI might deliver to shareholders using cost-cutting measures that cram animals into disease-promoting conditions, is dwarfed by the outsized cost diversified shareholders absorb across their portfolios from the economic damage arising from antibiotics overuse that harms a crucial pillar of modern medicine. RBI says its existing policies are appropriate. This is false. AMR is increasing at an alarming clip, creating expanding economic damage and consequent threats to the value of diversified portfolios and RBI's policies and performance don't sufficiently mitigate the risk to its diversified shareholders. RBI says its policies are already aligned with WHO guidelines. This is false. RBI's existing policies cover only a small fraction of its operations and protein sources and in the main are only suggestions rather than requirements. RBI says reducing antimicrobial use in cows and pigs presents challenges. This is misleading on one hand and irrelevant on the other. The proposal is not time bound and leaves a substantial latitude to management as far as implementation is concerned. Most challenges can be met with adequate resources and RBI is simply declining to mount a response proportionate to the risk that shareholders face. Most investors are everyday savers, such as teachers, firefighters and other working people who count on their savings and pensions for a dignified retirement. For them, the single greatest determinant of portfolio value is broad economic health and AMR is poised to cost the economy USD 100 trillion by 2050. To protect your portfolio value, please vote for Item 7.

I second the motion.

Thank you. The eighth item of business today is a shareholder proposal to require us to disclose our broiler KWIs, which are metrics for improving broiler welfare and how we're using our KWIs and metrics to improve animal welfare. There's no representative on behalf of the shareholders in attendance. The shareholder proposal described in -- is described in detail on Pages 65 and 66 of the management information circular and proxy statement, is hereby moved.

I second the motion.

Thank you. Proposal 9 has been withdrawn, will not be presented or voted on at the meeting, nor will any votes cast in regard to Proposal 9 be tabulated or reported. 10th item of business today is a shareholder proposal regarding reducing plastics use. I recognize [indiscernible], a representative of the filer of this shareholder proposal to present the proposal and make a motion.

My name is [ Joanne ] and I'm presenting as you saw on Item 10 on the proxy statement, which asks our company to produce a report on opportunities to reduce plastic packaging use. This item received the support of more than 1/3 of our shareholders when presented last year and has been reintroduced following no new action by our company. RBI would benefit reputationally and financially by undertaking the action requested in this proposal, to assess and mitigate RBI's risks associated with its contributions to plastic pollution. Our world is in the middle of a plastic pollution crisis and RBI lags competitors in taking measures to reduce its impact on global plastic waste. Without immediate and sustained new commitments across the plastics value chain and outflows of plastics into oceans could nearly triple by 2040. Corporations face a collective and now financial risk of approximately $100 billion, if global governments continue the policy trend of holding corporations financially accountable for plastic packaging pollution. RBI has stated an intention to announce a virgin plastic reduction goal in its next Restaurant Brands for Good reports. Such a goal would be a positive step towards mitigating the company's risk from plastic packaging pollution and if publicly announced, would be significantly advanced by the report requested in this proposal. The report requested in this proposal would complement the company's potential virgin plastic reduction goal, including by providing a plan for achieving progress, communicating information to investors and [indiscernible] progress baseline. Further, the report requested in this proposal could evaluate complementary actions to plastic reduction, such as a transition to fully recyclable, reusable or compostable packaging and a permanent adoption of reusable packaging. Our company must fundamentally reevaluate product delivery and innovate and redesign packaging to reduce single-use plastics. Shareholders and RBI would benefit from the report requested in this proposal, which will demonstrate that our corporate Board and management have studied plastic packaging use and developed a comprehensive strategy to address all related risks. Please support proposal 10. Thank you.

I second the motion.

Thank you. The 11th and final item of business today is a shareholder proposal to require our Board chair to be independent. No representative of this shareholder appears to be in attendance. So the shareholder proposal described in detail on Pages 71 to 73 of the management information circular and proxy statement is hereby moved. I have a second?

I second the motion.

Thank you. The polls are now open for voting. [Voting]

To vote online, please select one of the voting options. Your response will be highlighted. If you're holding a ballot in the room, please raise your hand and we'll collect it and provide it to the scrutineer. As a reminder, if you or your proxy has already voted, you should not vote again during this meeting unless you would like to change your vote. If you vote again using the online or in-person ballot, your vote -- sorry, your vote during the meeting will revoke your previously submitted vote. If you're a holder of record of partnership exchangeable units and have requested to vote in person today, you should have obtained from the trustee of proxy that will entitle you to exercise the votes attached to the special voting share. They would otherwise be entitled to instruct the trustee to vote. You'll be given a few minutes now to complete and submit your ballots. If you need a ballot, please raise your hand and we will get one to you. If there are any questions from shareholders regarding the voting procedure, if any shareholder wishes to ask a question regarding the proposals to be voted on, please submit the question by selecting the messaging icon at the top of your screen, for those of you online. Once you type in your question, select second arrow icon. If you are in person, please raise your hand and I will recognize you. Please state your name before asking your question. Please limit your question to the proposals to be voted on at the meeting. For those voting online, please electronically submit your ballots now. For those of you voting in person, please provide your paper ballots. I believe you've done so. Polling is now closed. I can now advise that based on the scrutineer's preliminary report, each of the 10 nominees for Director has received a majority of 4 votes and has been elected. The advisory vote approving the company's executive compensation has been approved by a majority of the votes cast. The proposal appointing KPMG LLP as our auditors to serve until the close of the 2025 Annual Meeting of Shareholders and authorizing our Board to fix the auditor's remuneration has been approved by a majority of the votes cast. The 5 shareholder proposals have not been approved and the final results of the shareholder meeting will be included in the press release and Form 8-K that will be filed later today. As there's no further business to be brought before the meeting, the meeting is concluded. I will now turn it over to Patrick Doyle to provide you with a business update.

Thank you, Jill and good morning, everyone. Thank you all for joining us online or in person here at the RBI office in Toronto. On behalf of the Board of Directors and everyone at RBI, thank you to our shareholders for your continued support and confidence. Now that the formal meeting has ended, I'd like to provide an update on the business. Our business leaders and teams have made good progress in the last year and we highlighted much of that in our first quarter earnings call in April. Our business segments have strong and dedicated leaders who have done their work with the teams to develop a strong base of fundamentals and those fundamentals are the building blocks we can trust and rely on to drive future business performance. When you look across our company, we operate in the top 4 global quick service restaurant categories, burger, chicken, cafes and bakery, sandwich. We know that restaurant brands who are focused on delivering the fundamentals of our industry consistently have proven to be very successful. I'm talking about quality, service and convenience. We have the best quality food and beverage in our segments. The quality of our hero products, coffee and baked goods at Tim's, flame-grilled burgers at Burger King, fried chicken at Popeyes and hot subs at Firehouse, is a distinct advantage, one that makes our brands attractive for guests and for our franchisees. Quality in our world also means repeatable precision, order-by-order, millions of times every day. The key to serving high-quality food and beverages quickly is anchored in a culture of service and training, a service culture that our franchisees and restaurant owners help cultivate every day to provide the best to their guests and to their communities. The third fundamental core to our performance is improving convenience for our guests. This means adding new restaurants in attractive locations, renovating and remodeling restaurants and strengthening the digital capabilities of our brands. Repeatable precision across quality, service and convenience will mean sustainable long-term growth for our business. At the heart of our business is our amazing franchisees and restaurant owners. We will only succeed if they do. Getting the fundamentals, speed, quality and convenience right is a shared responsibility. As the franchisor, it's our responsibility to protect and strengthen our brands to deliver quality products and innovative menu items and to set the operating standards and help our franchisees to achieve them. In turn, our franchisees invest in their restaurants to keep them modern. Our franchisees grow a service culture, train their teams and deliver our quality products exactly as they were intended, millions of times consistently every day. We're proud of the hard work our teams and franchisees and their team members are doing to deliver outstanding product quality and the service to guests every day at a great value. Before I close, I'd like to recognize the shareholders who took the time to make proposals and are here today to share their views. In each of the 5 proposals, we appreciate you coming forward with your perspective on the issues. We shared in our proxy materials, our views. And I'm pleased to share we will be issuing our annual Restaurant Brands for Good update later this month, including the good progress we have made on many fronts. Thank you to everyone for your time today and for your ongoing support of RBI and our business. If you have any additional questions about our company, you can always contact our Investor Relations department and they will be happy to assist you.