Restaurant Brands International Inc. current report, 15 November 2022

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Business Context and Reporting Period

This Form 8-K Current Report was filed by Restaurant Brands International Inc. (RBI) on November 15, 2022. The filing discloses a material definitive agreement and significant changes to the company's executive leadership structure.

Key Financial Metrics

This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data presented relates exclusively to a private placement transaction and executive compensation packages.

  • Private Placement: Purchase of 500,000 common shares by Lodgepole 231 LLC (sole member J. Patrick Doyle).
  • Purchase Price: Average closing price on the NYSE for the five trading days preceding the agreement.
  • Expected Closing Date: November 21, 2022.

Material Changes

The filing reports two primary material changes:

  1. Executive Leadership Appointment: On November 16, 2022, the Board appointed J. Patrick Doyle as Executive Chairman. Mr. Doyle previously served as an executive partner at the Carlyle Group and as CEO of Domino's Pizza.
  2. Share Ownership: Mr. Doyle entered into an agreement to purchase 500,000 shares, agreeing to hold them for at least five years.

Guidance, Outlook, and Compensation Structure

Mr. Doyle will not receive a base salary or be eligible for the annual bonus plan. His compensation is structured entirely through equity grants expected to be issued on or about November 21, 2022:

  • Options: 2,000,000 options vesting after five years, expiring after ten years.
  • Restricted Stock Units (RSUs): 500,000 units vesting ratably over five years.
  • Performance Share Units (PSUs): 750,000 units vesting after five and a half years. Payout ranges from 50% to 200% of the target based on share price appreciation over five years.
  • Performance Targets:
    • Threshold (50% payout): $81.32 (approx. 6% CAGR).
    • Target (100% payout): $97.87 (approx. 10% CAGR).
    • Maximum (200% payout): $122.23 (approx. 15% CAGR).

Mr. Doyle is expected to be appointed to the Board of Directors in January 2023.

Investor Verification Checklist

  • Verify the final closing of the private placement for 500,000 shares by November 21, 2022.
  • Confirm the official appointment of J. Patrick Doyle to the Board of Directors in January 2023.
  • Review the specific terms of the performance share units regarding the 30-day volume weighted average price calculation window.
  • Monitor for any regulatory approvals required to finalize the stock purchase agreement.