United States securities and exchange commission logo
September 20, 2022
Jos E. Cil
Chief Executive Officer
Restaurant Brands International Inc.
130 King Street West, Suite 300
Toronto, Ontario, Canada M5X 1E1
Re: Restaurant Brands
International Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 29,
2022
File No. 001-36786
Dear Mr. Cil:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 29, 2022
General
1. Please expand your
discussion of the reasons you believe that your leadership structure is
appropriate, addressing
your specific characteristics or circumstances. In your discussion,
please also address the
circumstances under which you would consider having the Chair
and CEO roles filled by
a single individual, when shareholders would be notified of any
such change, and
whether you will seek prior input from shareholders.
2. Please expand upon the
role that your Lead Independent Director plays in the leadership
of the board. For
example, please enhance your disclosure to address whether or not your
Lead Independent
Director may:
represent the
board in communications with shareholders and other stakeholders;
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
Jos E. Cil
FirstName
Restaurant LastNameJos E. Cil Inc.
Brands International
Comapany 20,
September NameRestaurant
2022 Brands International Inc.
September
Page 2 20, 2022 Page 2
FirstName LastName
3. Please expand upon how your board administers its risk oversight
function. For example,
please disclose:
why your board elected to retain direct oversight
responsibility for particular risks,
such as sustainability and food safety, rather than assign
oversight to a board
committee;
the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
long-term) and how you apply different oversight standards based
upon the
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing
risks and identify
significant emerging risks; and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at
(202) 551-
3412 with any questions.
Sincerely,
Division of
Corporation Finance
Disclosure
Review Program