RESTAURANTS BRANDS INTERNATIONAL I (QSR)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
RESTAURANTS BRANDS INTERNATIONAL I · Meeting: June 3, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-serving director with strong private equity and board leadership credentials; QSR's 3-year return of +30% outperforms the peer group median by +15pp, well within the 65pp threshold for a strong-positive TSR environment, so no TSR trigger fires.
Director since June 2020 with relevant financial and quick-service restaurant industry experience; no TSR, attendance, overboarding, or independence concerns identified.
Executive Chair since January 2023 with deep restaurant industry experience as former CEO of Domino's Pizza; classified as non-independent but sits on no board committees, so no independence-on-committee concern applies; no TSR trigger fires.
Director since January 2023 with international digital and marketing expertise; joined within the relevant window and no overboarding, attendance, or independence concerns identified.
Lead Independent Director since 2016 with investment banking and CEO background; chairs the Audit Committee and has been designated an audit committee financial expert; no TSR, attendance, or overboarding concerns.
Director since June 2021 with investment, digital technology, and real estate experience; no TSR, attendance, overboarding, or independence concerns identified.
Director since September 2020 with capital markets and financial expertise; serves on Audit, Compensation, and Conflicts Committees as an independent director; no concerns identified.
Long-serving director since December 2014 with direct RBI CEO experience; board has affirmatively determined independence; no TSR trigger fires and no overboarding or attendance concerns.
New director nominee with extensive sustainability, government relations, and public company board experience; exempt from TSR trigger as a first-time nominee with no prior tenure overlap.
Director since January 2022 with CEO and private equity operational experience; serves on the NCG Committee; no TSR, attendance, overboarding, or independence concerns identified.
All ten director nominees receive a FOR vote. QSR's 3-year total return of +30% outperforms the company-disclosed compensation peer group median by +15 percentage points, well short of the 65-percentage-point underperformance threshold that would apply in a strong-positive TSR environment, so the TSR trigger does not fire for any director. No overboarding, material attendance failures, independence-on-committee violations, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Joshua Kobza
Total Comp
$15,159,780
Prior Support
97.5%%
CEO Joshua Kobza received total compensation of approximately $15.2 million in 2025, which is consistent with benchmarks for a CEO at a large-cap ($36.7B) global quick-service restaurant company, and no individual or aggregate threshold breach is indicated. The pay mix is strongly performance-oriented: 94% of the CEO's target pay is variable or equity-based (base salary of $950,000 represents only about 6% of target total direct compensation of ~$15M), far exceeding the 50-60% variable pay minimum required by policy. Long-term equity awards are performance stock units tied to three-year relative total shareholder return versus the S&P 500 — a clear, measurable, long-duration metric — and the 2023 PSUs paid out at 80% of target reflecting actual relative performance at the 40th percentile, demonstrating real pay-for-performance alignment. The prior-year say-on-pay vote received 97.5% support, the clawback policy is in place and compliant with post-Dodd-Frank requirements, and shareholder engagement was robust with 45% of shares represented in off-season discussions.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$7,014,000
Non-Audit Fees
$793,000
Non-audit fees (audit-related fees of $249,000 plus total tax fees of $544,000 = $793,000) represent approximately 11% of core audit fees of $7,014,000, well below the 50% threshold that would raise independence concerns. KPMG's tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot be applied and defaults to FOR per policy. No material financial restatements were identified, and KPMG is a Big 4 firm appropriate for a company of QSR's size and global complexity.
Overall Assessment
The 2026 QSR annual meeting ballot contains three proposals: election of ten directors, ratification of KPMG as auditor, and an advisory say-on-pay vote on executive compensation. All three proposals receive a FOR vote — the director slate is clean on TSR, independence, and attendance criteria; KPMG's non-audit fee ratio is well within policy limits; and the executive compensation program features a strongly performance-weighted pay structure with a 97.5% prior-year shareholder approval rate.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing