Restaurant Brands International (QSR) Proxy filing summary

Executive summary

• Supplement provides details on amendments to performance-based restricted stock units (PSUs) for CEO and CFO, aligning their awards with the Executive Chairman's terms.

• Amendments correct an administrative error in the Dividend Measurement Period, ensuring all three executives are evaluated on the same total shareholder return (TSR) benchmark.

• The change results in a nominal increase in the likelihood of PSU achievement but reinforces collective accountability for long-term value creation.

Executive compensation and say-on-pay

• CEO and CFO received promotional PSU awards tied to TSR and cumulative dividends over a three-year period ending May 2028.

• An administrative error led to a shorter Dividend Measurement Period for CEO and CFO compared to the Executive Chairman, impacting potential PSU payouts.

• Corrective amendments issued in December 2025 align the Dividend Measurement Periods, adding one dividend payment to the calculation for CEO and CFO.

• Fair value of amended PSUs increased by 1.6% for the CEO and 1.5% for the CFO, as calculated using Monte Carlo valuation.

• The Compensation Committee believes the amendments are in shareholders' best interests and consistent with original intent.

Board of directors and corporate governance

• The Compensation Committee identified and corrected the PSU award misalignment to ensure consistent evaluation of senior leadership.

• The Committee's actions reinforce governance standards and collective accountability among top executives.