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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Restaurant Brands International</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Food Justice </p>
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<strong>Focus Area:</strong>
<p>Antibiotics </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″>RESOLVED, shareholders ask that the board of directors institute a policy that the Company (“RBI”) comply with World Health Organization (“WHO”) Guidelines on Use of Medically Important Antimicrobials in Food-Producing Animals (“WHO Guidelines”)1 throughout RBI’s supply chains.</p>
<p class=”p1″>SUPPORTING STATEMENT: RBI is one of the world’s largest fast food restaurant operators and a major purchaser of meat; its policies thus have tremendous influence on the market as a whole. Some of RBI’s brands have made some progress in reducing or eliminating use of certain antibiotics in their poultry supply chains in their U.S. and/or Canadian markets. While this is laudable, it falls far short of the measures necessary to protect RBI’s investors’ diversified portfolios. The WHO Guidelines pertain to all food-producing animals in all markets.</p>
<p class=”p3″>Antibiotics overuse is known to exacerbate antimicrobial resistance (“AMR”), which the WHO describes as “one of the top 10 global public health threats facing humanity.”2 AMR poses a systemic threat to public health and the economy. 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</p>
<p class=”p1″>$100 trillion in lost global production,3 thus lowering the economy’s intrinsic value and devastating portfolio returns for institutional investors.</p>
<p class=”p3″>RBI’s policies do not comport with the WHO Guidelines, which recommend that “farmers and the food industry stop using antibiotics routinely to promote growth and prevent disease in healthy animals” and provide evidence-based recommendations and best practices. As another fast-food company has acknowledged, robust AMR protections raise “[t]he challenge of individual costs and widely distributed societal benefits.”4 But for diversified investors, the portfolio-wide costs associated with AMR are paramount. As the Financial Times editorial board recently stated, “What has been dubbed ‘the silent pandemic’ requires the intervention at a global level of investors and governments alike.”5</p>
<p class=”p3″>RBI’s decision not to prioritize broad AMR risks does not account for its diversified owners’ interests in optimizing public health, the economy, and their long-term portfolio returns. By engaging meat suppliers that use medically important drugs beyond WHO Guidelines, RBI adds to the economic threat AMR poses to its diversified shareholders: reducing the economy’s intrinsic value will directly reduce diversified portfolios’ long-term returns.6 RBI’s profit gain that comes at the expense of public health is a bad trade for RBI’s diversified shareholders, who rely on broad economic growth to achieve their financial objectives.</p>
<p class=”p3″>By changing its policies and adhering to the WHO Guidelines, RBI could save lives, contribute to a more resilient economy, and protect its diversified investors’ portfolios.</p>
<p class=”p1″>1&nbsp; https://apps.who.int/iris/bitstream/handle/10665/258970/9789241550130-eng.pdf</p>
<p class=”p2″>2&nbsp; https://www.who.int/news-room/fact-sheets/detail/antimicrobial-resistance</p>
<p class=”p3″>3 https://theshareholdercommons.com/case-studies/amr-case-study/</p>
<p class=”p2″>4 https://www.yum.com/wps/wcm/connect/yumbrands/41a69d9d-5f66-4a68-bdee- e60d138bd741/Antimicrobial+Resistance+Report+2021+11-4+-+final.pdf?MOD=AJPERES&amp;CVID=nPMkceo</p>
<p class=”p4″>5 https://www.ft.com/content/158aa07a-ff5a-4bd0-8248-3b4fa86492c8</p>
<p class=”p2″>6 https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Sara Murphy</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>The Shareholder Commons</span></div>
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<h4>Resolution Details</h4>
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<div class=”row-info”>
<strong>Company:</strong>
<p>Restaurant Brands International</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2025 </p>
</div>
<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Human Rights &amp; Worker Rights </p>
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<strong>Focus Area:</strong>
<p>Worker Rights, Health &amp; Safety </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>Resolved:</strong> Shareholders request the Board of Directors of Restaurant Brands International Inc. (“the Company”) commission an independent third-party audit on the impact of the Company’s policies and practices on the safety and well-being of workers throughout all Company-branded operations. A report on the audit, prepared at a reasonable cost and omitting proprietary information, should be made available on the Company’s website.&nbsp;</p>
<p><strong>Supporting Statement:</strong> Workplace violence is recognized as a national cause for concern. The U.S. Occupational Safety and Health Administration (OSHA) states that acts of violence and other injuries are the third leading cause of fatal occupational injury in the U.S.1 and that “workplace violence is a major concern for employers and employees nationwide.”2 It is in the best interests of the Company, its shareholders and workers to conduct an audit of its policies and practices and take action to limit workers exposure to health and safety risks. The Company’s ability to attract and retain workers is particularly important to its long-term success, particularly given the high turnover in this industry.&nbsp;</p>
<p>We recommend that the audit evaluate management and business practices that may contribute to an unsafe or violent environment, including staffing capacity; provide for meaningful consultation with workers and customers to inform appropriate solutions, including whistle-blower protections for workers reporting health and safety related incidents; and make recommendations for actions and regular reporting with progress on identified actions.&nbsp;</p>
<p>Restaurant Brands workers are frequently exposed to safety risks from customers. In 2024, workers have been attacked, been victims of knife and gun violence, and been killed by customers in the Restaurant Brands restaurants.&nbsp;</p>
<p>Workplace safety issues are not limited to customer violence. In 2023, Burger King workers at a restaurant in Georgia held a rally in protest of working conditions. Workers complained that the restaurant’s broken air conditioning system caused temperatures in the back of house area to reach 92 degrees, and that the heat had caused multiple workers to get sick. After hearing the complaints, the franchisee installed box fans rather than repairing the restaurant’s air conditioning. Workers had to spend time in the restaurant’s freezer to cool down. The workers also filed an OSHA complaint in response to the conditions. Since many RBI branded restaurants are operated by franchisees, the report requested should evaluate the adequacy of current policies in assuring that the Company learns about potential reputational, legal and financial risks in a timely manner.&nbsp;</p>
<p>Restaurant Brands states that it wants to “build the most loved restaurant brands in the world.” Ensuring that workers’ health and safety needs are addressed is vital to that mission, but unfortunately those needs are not currently being met. We urge shareholders to vote FOR this proposal.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Mikail Husain</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>SOC Investment Group</span></div>
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Resolution Details

Company:

Restaurant Brands International

Year:

2024

Issue Area:

Food Justice, Health

Focus Area:

Antibiotics

Status:

Filed

Resolution Text

RESOLVED, shareholders ask that the board of directors institute a policy that the Company (“RBI”) comply with World Health Organization (“WHO”) Guidelines on Use of Medically Important Antimicrobials in Food-Producing Animals (“WHO Guidelines”)1 throughout RBI’s supply chains.

SUPPORTING STATEMENT: RBI is one of the world’s largest fast food restaurant operators and a major purchaser of meat; its policies thus have tremendous influence on the market as a whole. Some of RBI’s brands have made some progress in reducing or eliminating use of certain antibiotics in their poultry supply chains in their U.S. and/or Canadian markets. While this is laudable, it falls far short of the measures necessary to protect RBI’s investors’ diversified portfolios. The WHO Guidelines pertain to all food-producing animals in all markets.

Antibiotics overuse is known to exacerbate antimicrobial resistance (“AMR”), which the WHO describes as “one of the top 10 global public health threats facing humanity.”2 AMR poses a systemic threat to public health and the economy. 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

$100 trillion in lost global production,3 thus lowering the economy’s intrinsic value and devastating portfolio returns for institutional investors.

RBI’s policies do not comport with the WHO Guidelines, which recommend that “farmers and the food industry stop using antibiotics routinely to promote growth and prevent disease in healthy animals” and provide evidence-based recommendations and best practices. As one of RBI’s competitors has acknowledged, robust AMR protections raise “[t]he challenge of individual costs and widely distributed societal benefits.”4 But for diversified investors, the portfolio-wide costs associated with AMR are paramount. As the Financial Times editorial board recently stated, “What has been dubbed ‘the silent pandemic’ requires the intervention at a global level of investors and governments alike.”5

RBI’s decision not to prioritize broad AMR risks does not account for its diversified owners’ interests in optimizing public health, the economy, and their long-term portfolio returns. By engaging meat suppliers that use medically important drugs beyond WHO Guidelines, RBI adds to the economic threat AMR poses to its diversified shareholders: reducing the economy’s intrinsic value will directly reduce diversified portfolios’ long-term returns.6 RBI’s profit gain that comes at the expense of public health is a bad trade for RBI’s diversified shareholders, who rely on broad economic growth to achieve their financial objectives.

By changing its policies and adhering to the WHO Guidelines, RBI could save lives, contribute to a more resilient economy, and protect its diversified investors’ portfolios.

Please vote for: Comply with Expert Guidelines on Antimicrobial Use – Item 4*

1 https://apps.who.int/iris/bitstream/handle/10665/258970/9789241550130-eng.pdf

2 https://www.who.int/news-room/fact-sheets/detail/antimicrobial-resistance

3 https://theshareholdercommons.com/case-studies/amr-case-study/ 

4 https://www.yum.com/wps/wcm/connect/yumbrands/41a69d9d-5f66-4a68-bdee- e60d138bd741/Antimicrobial+Resistance+Report+2021+11-4+-+final.pdf?MOD=AJPERES&CVID=nPMkceo 5 https://www.ft.com/content/158aa07a-ff5a-4bd0-8248-3b4fa86492c8 

6 https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf

 

 

Resolution Details

Company:

Restaurant Brands International

Year:

2024

Issue Area:

Environment

Focus Area:

Recycling

Status:

Filed

Resolution Text

WHEREAS: Without immediate and sustained new commitments throughout the plastics value chain, annual flows of plastics into oceans could nearly triple by 2040.1

The growing plastic pollution crisis poses increasing risks to Restaurant Brands International (RBI). Corporations could face an annual financial risk of approximately$100 billion should governments require them to cover the waste management costs of the packaging they produce.2Governments around the world are increasingly taxing corporations for single-use plastic (SUP) packaging, including new laws in Maine, Oregon, Colorado, and California.3 The European Union has banned ten SUP products commonly found in ocean pollution and imposed a tax on non-recycled plastic packaging waste.4

Pew Charitable Trusts’ groundbreaking study, Breaking the Plastic Wave, concluded that improved recycling alone is insufficient to address plastic pollution–instead, recycling must be coupled with reductions in use, materials redesign, and substitution.5 At least one-third of plastic use can be reduced, and reduction is the most viable solution from environmental, economic, and social perspectives.6

More than one-third of RBI investors supported a 2023 shareholder proposal urging the Company to reduce its plastics use.7 RBI has failed to meaningfully respond.

At least 60 consumer goods and retail companies have committed to reducing their overall use of plastic packaging.8Competitor McDonald’s has a goal to completely eliminate the use of virgin plastic packaging by 2025,9 and competitor YUM! Brands has a goal to eliminate 10% of virgin plastic use across all its brands by 2025.10RBI has no stated goal to reduce use of virgin plastic.

Necessary in reducing virgin plastic use is the replacement of disposables with reusable packaging. In 2024, competitor McDonald’s will publish an assessment of opportunities for reusable packaging.11 The report may include possible new actions and potential goal frameworks on reusables.12Starbucks is also actively embracing reusable packaging with new global reusable container goals, having committed that all stores and drive-throughs will facilitate reusables beginning 2024.13 RBI has no quantifiable goal to transition from disposable packaging to reusables.

BE IT RESOLVED: Shareholders request that the RBI Board issue a report, at reasonable expense and excluding proprietary information, describing how the Company could reduce its plastics use in alignment with the one-third reduction findings of the PewReport, or other authoritative sources, to reduce its contribution to ocean plastics pollution.

SUPPORTING STATEMENT: The report should, at Board discretion:

Assess the reputational, financial, and operational risks associated with continuing to use substantial amounts of single-use plastic packaging while plastic pollution grows;
Evaluate dramatically reducing the amount of plastic used in our packaging by transitioning to reusables; and
Describe how RBI can further reduce single-use packaging, including any planned reduction strategies or goals, materials redesign, substitution, or reductions in use of virgin plastic.

1 https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.4

2 https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9

3 https://www.packworld.com/news/sustainability/article/22419036/four-states-enact-packaging-epr-laws

4 https://environment.ec.europa.eu/topics/plastics/single-use-plastics_en

5 https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9

6 https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.10

7 https://www.asyousow.org/resolutions/2022/12/30-restaurant-brands-sustainable-packaging-policies-for-plastics

8 https://www.ellenmacarthurfoundation.org/global-commitment-2023/overview

9 https://corporate.mcdonalds.com/corpmcd/our-purpose-and-impact/our-planet/packaging-toys-and-waste.html

10 https://www.yum.com/wps/portal/yumbrands/Yumbrands/citizenship-and-sustainability/planet/sustainable-packaging-and-waste-reduction

11 https://www.asyousow.org/press-releases/2023/3/16/mcdonalds-publish-report-reusable-packaging

12 https://www.asyousow.org/press-releases/2023/3/16/mcdonalds-publish-report-reusable-packaging

13 https://stories.starbucks.com/stories/2022/starbucks-global-environmental-and-social-impact-report-2021/ 

 

 

 

 

Resolution Details

Company:

Restaurant Brands International

Year:

2024

Issue Area:

Climate Change, Environment

Focus Area:

Water

Status:

Filed

Resolution Text

WHEREAS: According to the 2021 IPCC report, climate change is intensifying the water cycle, resulting in more intense droughts globally.1 The UN 2023 Water Conference highlighted the need for water commitments and action.2 Climate change related water scarcity poses material risk to our company, including lowered production capacity and disruption of supply chains.

For companies in the food sector, the majority of their water footprint comes from agricultural supply chains.3,4 Restaurant Brands International, Inc. (“RBI”) states “…we are committed to doing our part with respect to energy, water and waste, and we expect our Vendors to do the same.”5 RBI completed a Lifecycle Assessment (LCA) in 2020 “identifying their environmental impact across carbon, water, and waste,” however the company only discloses that it is focusing on emissions, not the full LCA results.6 The company also underwent an ISO20400 assessment, a sustainability framework focused on global procurement. While the company reports their first phase of creating sustainable frameworks includes work on key impact areas including antibiotics use, animal welfare, climate action, and water consumption, among other areas7, it neglects to provide disclosure for water use in any function of its business, especially in its agriculture related ingredient production.

Because RBI does not assess supply chain water risk, the company’s water related risk remains in question. To identify water risk and reduce costs, many peer companies – including Yum!

Brands, McDonald’s, Kellogg Company, Starbucks, and Chipotle – conduct water risk assessments for both operations and supply chains.

RBI fails to report to CDP on water scarcity, did not disclose progress on water commitments through the 2019-2022 FAIRR Global Investor Engagement on Meat Sourcing8, and most recently scored just 7 out of 90 points on Ceres Valuing Water Finance Initiative Benchmark.9

Without a full value chain water risk assessment, and disclosure of quantitative performance metrics and best practices for water management in areas of water stress, investors cannot gauge whether RBI adequately manages its water risk.

RESOLVED: Considering the growing pressure on water supplies posed by climate change, shareholders request that RBI conduct and report to shareholders, using quantitative indicators where appropriate, an assessment to identify the water risk exposure of its supply chain, and its responsive policies and practices to reduce this risk and prepare for water supply uncertainties associated with climate change.

SUPPORTING STATEMENT: Proponents request the report disclose, at management’s discretion:

• Identification of water assessment tools used by RBI or its suppliers to assess supply chain water related risk

• Results of water risk assessments across its agricultural supply chain, including identifying the regions of at-risk ingredient production and supply chains

• Any additional monitoring of supply chain water resources

• Water scarcity planning and responsive actions

• A description of how water management is integrated into governance mechanisms

• A description of water-related engagement with value chain partner

1 https://www.ipcc.ch/report/sixth-assessment-report-working-group-i/ 

2 https://www.wri.org/insights/un-water-conference-2023-needed-outcomes 

3 https://www.ceres.org/resources/reports/global-assessment-private-sector-impacts-water 

4 https://www.ceres.org/resources/reports/global-investor-engagement-meat-sourcing-2022 

5 https://s26.q4cdn.com/317237604/files/doc_downloads/governance/Code-of-Business-Ethics-and-Conduct-for-Vendors.pdf 

6 https://www.rbi.com/English/sustainability/responsible-sourcing/default.aspx 

7 https://www.rbi.com/English/sustainability/responsible-sourcing/default.aspx 

8 https://www.fairr.org/engagements/meat-sourcing 

9 https://www.ceres.org/water/valuing-water-finance-initiative/benchmark 

 

Resolution Details

Company:

Restaurant Brands International

Year:

2023

Issue Area:

Human Rights & Worker Rights

Focus Area:

Human Rights

Status:

Vote

Vote Percentage:

15.70%

Resolution Text

Resolved: That shareholders of Restaurant Brands International (“RBI”) ask the board of directors to analyze and report on how its business strategy will be resilient in the face of increasing labour market pressure while sustaining shareholders’ financial return and long-term value. The report should, at minimum, (1) explain how the Company’s strategy, programs and incentives enable franchisees to adopt competitive employment standards, including wages and benefits and (2) demonstrate the effectiveness of its strategy through the disclosure of aggregated human capital performance indicators and information.

Supporting Statement: Canada and America’s labour-force participation rates have been particularly low in the past couple of years. In 2022, national statistics agencies recorded a high number of job vacancies – in November, that number reached 10.5 million in the U.S. and reached almost 1 million in November in Canada. Research shows that “quits” are at a record high as workers have more confidence in their job prospects and transition from unemployment to employment has been particularly low.

A study from the bank RBC anticipates “labour shortages to become even more extensive” in the future. However, experts say that employment conditions, including low wages and benefits, are key factors driving the increase of job vacancies. A report from Mercer reveals that “frontline workers, low wage, minority and lower-level employees are more likely to be looking to leave – at rates significantly higher than historical norms”.

Accommodation and food services are the sectors recording the largest increase of job openings. This trend is particularly concerning as the average turnover rate in the fast food industry has reached 150% in the U.S. The retention challenges the sector faces may adversely impact customer satisfaction, operational efficiency and restaurant profitability. Research indicates a high employee turnover rate may increase labour expenses as “it can cost an employer approximately one-third the amount of an employee’s yearly earnings just to replace a lost worker”.

RBI has a recruitment and retention problem. Company emails leaked to the press in November 2021 revealed that several Tim Hortons restaurants are facing a “hiring crisis”.

Jose Cil, CEO of the Company acknowledged that attracting and retaining great talent for its restaurants represent a “big priority for […] franchisees all around North America”. However, in contrast with many employers that decided to improve wages and benefits to attract and retain a skilled workforce, RBI has not explained how its business strategy enables franchisors to compete effectively in a constricted labour market.

Franchisors’ inability to establish competitive working conditions and successfully attract and retain an operational workforce may threaten their ability to achieve their productivity goals and financial objectives, and negatively impact shareholders’ long-term value. Therefore, it is critical for shareholders to understand how RBI intends to support franchisors – which operate 95% of the Company’s branded operations – in navigating the uncertainties of the shifting labour market through the adoption of competitive employment standards, including wages and benefits.

  

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Resolution Details

Company:

Restaurant Brands International

Year:

2023

Issue Area:

Environment

Focus Area:

Fish / Ecosystem Impact

Status:

Vote

Vote Percentage:

36.80%


Restaurant Brands International Reduce Plastics Use – Proxy Memo


Resolution Text

WHEREAS: The growing plastic pollution crisis poses increasing risks to our Company. Corporations could face an annual financial risk of approximately $100 billion should governments require them to cover the waste management costs of the packaging they produce, an increasingly adopted policy.[1] New laws to this effect were recently passed in Maine, Oregon, Colorado, and California.[2]

Pew Charitable Trusts released a groundbreaking study, Breaking the Plastic Wave (“Pew Report”), concluding that improved recycling is insufficient to stem plastic pollution and that companies must reduce overall plastic use by at least one-third. Without immediate and sustained new commitments, annual flows of plastics into oceans could nearly triple by 2040.[3]

Restaurant Brands International (“RBI”) is part of a wasteful “to go” packaging culture and lags behind its competitors in taking actions to reduce the plastic pollution that results from its packaging. Competitor McDonald’s has a goal to completely eliminate the use of virgin plastic packaging by 2025,[4] and competitor YUM! Brands has a goal to eliminate 10% of virgin plastic use across all its brands, including Taco Bell, KFC, Pizza Hut, and Habit Burger, by 2025.[5] Our Company has no goal to reduce use of virgin plastic.

At least sixty additional consumer goods and retail companies have pledged to reduce use of virgin plastic packaging and nearly 100 consumer goods and retail companies have pledged to make all packaging reusable, recyclable, or compostable by 2025.[6] RBI has yet to pledge entirely reusable, recyclable, or compostable packaging across all its brands.

Starbucks, Coca-Cola, and Pepsi are leading the industry away from single-use disposables and towards a zero-waste packaging future, having each recently set goals to expand use of reusables. Despite our brand Tim Hortons’ offering in-store reusables for decades, demonstrating the viability of zero-waste practices in quick service dining, our Company has yet to set a reusable packaging goal.

Our Company could avoid regulatory, environmental, and competitive risks, and keep up with peers, by undertaking additional actions to reduce plastic pollution from its products, including reducing plastic use; making all packaging reusable, recyclable, or compostable; and shifting permanently away from single-use packaging and towards reusable containers.

BE IT RESOLVED:  Shareholders request that the RBI Board issue a report, at reasonable expense and excluding proprietary information, describing how the Company could reduce its plastics use in alignment with the one-third reduction findings of the Pew Report, or other authoritative sources, to reduce its contribution to ocean plastics pollution.  

SUPPORTING STATEMENT:  The report should, at Board discretion:

Assess the reputational, financial, and operational risks associated with continuing to use substantial amounts of single-use plastic packaging while plastic pollution grows;
Evaluate dramatically reducing the amount of plastic used in our packaging through transitioning to reusables; and
Describe how RBI can further reduce single-use packaging, including any planned reduction strategies or goals, materials redesign, substitution, or reductions in use of virgin plastic.

[1] https://www.pewtrusts.org/-/media/assets/2020/07/breakingtheplasticwave_report.pdf  

[2] https://www.packworld.com/news/sustainability/article/22419036/four-states-enact-packaging-epr-laws   

[3] https://www.pewtrusts.org/-/media/assets/2020/07/breakingtheplasticwave_report.pdf

[4] https://corporate.mcdonalds.com/corpmcd/our-purpose-and-impact/our-planet/packaging-toys-and-waste.html#:~:text=As%20of%202021%2C%20approximately%2082.7,by%20the%20end%20of%202025

[5] https://www.yum.com/wps/portal/yumbrands/Yumbrands/citizenship-and-sustainability/planet/sustainable-packaging-and-waste-reduction

[6] https://ellenmacarthurfoundation.org/global-commitment-2021/signatory-reports

  

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Resolution Details

Company:

Restaurant Brands International

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Vote

Vote Percentage:

24.50%

Resolution Text

WHEREAS, we believe in full disclosure of lobbying activities and expenditures of Restaurant Brands International Inc. (“Company”) to assess whether the Company lobbying is consistent with its expressed goals and stockholder interests. 

RESOLVED, Company stockholders request the preparation of a report, updated annually, disclosing: 

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 

2. Payments by the Company used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.  

3. Description of management’s decision-making process and the Board’s oversight for making payments described above. 

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which the Company is a member. 

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.  

The report shall be presented to the Governance Committee and posted on the Company website.     

Supporting Statement: Restaurant Brands does not currently report on the full extent of its lobbying efforts. We do know that Restaurant Brands spent $1,160,000 from 2019-2022 on federal lobbying. The company spent $100,000 in California, largely to oppose AB 257 in 2022, a state law that creates a council to set minimum standards on working conditions, and that industry groups now seek to overturn.  

Beyond that, there is not a complete picture of the company’s lobbying activities.   

State level lobbying disclosures are uneven, incomplete or absent.  

Restaurant Brands does not disclose donations to third party groups that spend millions on lobbying and often undisclosed grassroots activity; these groups may be spending “at least double what’s publicly reported.”1     

Restaurant Brands does not provide a comprehensive list of trade association memberships, just a self-selected list of “key memberships.” Nor does it disclose any indirect lobbying expenditures through industry groups like the International Franchise Association or the National Restaurant Association (NRA), both of which Restaurant Brands is a member. In 2022, for example, the NRA spent $2,110,000 and previously lobbied Congress against paid sick leave during the Covid-19 pandemic.        

Restaurant Brands states that “integrity and honesty are simply not optional” Complete reporting would shed light on how that commitment operates in practice. 

  

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