Call to order. We'll then move on to consideration of the proposals, which are described in our Management Information Circular and Proxy Statement, and to then voting on each of the matters. The Management Information Circular and Proxy Statement set forth the voting standards and the board's recommendations for approval of each proposal. Following the voting, I'll announce the initial voting results, and the formal business of the meeting will be adjourned. Joshua Kobza will then provide an update on our business performance, and before we get started, I'd like to direct your attention to the safe harbor statement that's included in the meeting agenda and the rules of the meeting. Certain information conveyed this morning is forward-looking information within the meaning of applicable securities laws.
The safe harbor statement includes useful disclosure about the risks we face and the importance of not relying disproportionately on information that may be forward-looking in nature. Please refer to the safe harbor statement to view the full text. And now I will turn it over to Josh Kobza to chair today's meeting.
Thank you very much, Jill. Good morning, everyone. Thank you for being here. Hope everybody got some coffee and hopefully a baked good or two. Now, will the meeting please come to order? Computershare Trust Company of Canada will act as scrutineer for this meeting. Jill Granat will act as secretary of the meeting and will now report the number of shares and votes represented in person or by proxy. If legal notice of this meeting has been duly given and if a quorum is present, then the meeting will be lawfully convened for the transaction of business. Jill?
Thanks, Josh. Thank you. So as of April 8th, 2025, the record date for this meeting, Restaurant Brands International Inc. had outstanding 327,643,161 common shares and one special voting share. In addition, on the record date, sorry, there were 126,983,115 partnership exchangeable units of Restaurant Brands International Limited Partnership outstanding. Each holder of common shares is entitled to one vote per share held pursuant to our voting trust agreement. Computershare, as the trustee, is the record holder of the special voting share and they're entitled to the number of votes equal to the number of partnership exchangeable units outstanding on the record date that provided voting instructions. Consequently, there are a total of 454,626,276 votes eligible to be cast at this meeting. So for purposes of today's meeting, voting will proceed by online and in-person ballot.
We'll allow time for shareholders or their proxies to cast their votes by either completing their online or in-person ballots following the description of all matters to be voted on. Only shareholders and their proxies who have been properly presented to the transfer agent are entitled to take part in and vote at this meeting. To make the best use of our time, certain shareholders have been asked to move and second motions were required. The representatives of the scrutineer have advised that approximately 401,620,719 of the eligible votes are present or represented by proxy and that we do have a quorum for today's meeting. Computershare Trust Company of Canada has provided an affidavit of mailing to show that that notice was given. A copy of both the notice and the affidavit will be incorporated into the minutes of this meeting.
As notice of the meeting has been duly given and a quorum is present, the meeting is hereby convened and we'll move forward with the formal business today. Voting will start following my description of the proposals that are to be considered, and note, if you or your proxy has already voted, you should not vote during the meeting unless you'd like to change your vote. If you vote again using online or in-person ballots, your voting during the meeting will revoke your prior vote. The first proposal today is the election of directors. 10 directors are being considered today. Each director elected today will hold office until the close of the 2026 Annual Meeting of shareholders or until his or her successor is elected or appointed. The nominees are listed on pages three to eight of your proxy.
May I please have a nomination that the following persons to be elected as directors of the company to hold office until the next annual meeting of shareholders or until their successor is elected or appointed: Alexandre Behring, Maximilien de Limburg Stirum, Patrick Doyle, Cristina Farjallat, Jordana Fribourg, Ali Hedayat, Marc Lemann, Jason Melbourne, Daniel Schwartz, and Thecla Sweeney. Can I have a motion?
Madam Secretary, my name is John Domenico and I so nominate.
Thanks, John. Second?
My name is Teal Linde and I second the motion.
Thanks, Teal. The company's bylaws require that nominations of directors by shareholders be received by the secretary of the company in the prescribed manner in advance of this meeting in order to be valid. As no nominations were received from shareholders prior to the deadline, nominations for director are closed. Second proposal today, we're asking shareholders to cast a non-binding advisory vote for approval of the named executive officer compensation set forth in the Management Information Circular and Proxy Statement. May I have a motion?
I so move.
Second?
I second the motion.
Thank you. Third proposal today, we're asking shareholders to approve the selection of KPMG LLP as the independent auditors of the company until the close of the 2026 annual meeting of shareholders and to authorize our directors to fix the auditor's remuneration. Representatives of KPMG are present in this room and will be available to respond to any pertinent questions you may have. May I have a motion for approval?
I so move.
I second the motion.
Thank you. The fourth item of business today is a shareholder proposal regarding antibiotics policy. I recognize Sarah Murphy, a representative of the filer of the shareholder proposal, to present the proposal and to make a motion to put it for a vote. I believe Sarah is online today.
Thank you. Shareholders ask RBI to comply with World Health Organization guidelines on use of antimicrobials in food-producing animals throughout its supply chains. Overuse of antimicrobials is known to exacerbate antimicrobial resistance, AMR for short, which the WHO describes as one of the top 10 global public health threats facing humanity. Our proposal recommends that RBI adopt and adhere to a single scientific standard designed to protect human health. Such reprioritization is necessary to protect the diversified portfolios of RBI's shareholders. 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, thus lowering the economy's intrinsic values. A healthy economy is a far greater value driver for diversified portfolios than the profits of any one company within those portfolios.
Numerous studies have shown that systematic factors explain 75%-94% of average portfolio return. Thus, whatever marginal increase in returns RBI might deliver to shareholders using cost-cutting measures that cram animals into disease-promoting conditions is dwarfed by the outsized costs diversified shareholders absorb across their portfolios from the economic damage arising from antibiotics overuse that harms a crucial pillar of modern medicine. RBI says its existing policies are appropriate. This is false. AMR is increasing at a rapid clip, creating expanding economic damage and consequent threat to the value of diversified portfolios, and RBI's policies and performance don't sufficiently mitigate the risk to its diversified shareholders. RBI says its policies are already aligned with WHO guidelines. This is false. RBI's existing policies cover only a small fraction of its operations and protein sources, and in the main are only suggestions rather than requirements.
RBI says reducing antimicrobial use in cows and pigs presents challenges. This is misleading on one hand and irrelevant on the other. The proposal is not time-bound and leaves substantial latitude to management where implementation is concerned. Most challenges can be met with adequate resources, and RBI is simply declining to mount a response proportionate to the risk its shareholders face. Most investors are everyday savers, such as teachers, firefighters, and other working people who count on their savings and pensions for a dignified retirement. For them, the single greatest determinant of portfolio value is broad economic health, and AMR is poised to cost the economy $100 trillion by 2050. To protect your portfolio value, please vote for item four.
I second the motion.
Thank you. The fifth item of business today is a shareholder proposal regarding food waste. As no representative of the shareholder is available today, please see the detail on pages 60 to 65 of the Management Information Circular and Proxy Statement. It's hereby moved.
I second the motion.
Thank you. The sixth item is the same shareholder proposal regarding defining director independence. There's no representative here today. The shareholder proposal is described in detail on pages 66 and 67. It's hereby moved.
I second the motion.
Great. Thank you. The seventh proposal was withdrawn and will not be presented or voted on today, and any votes that were cast will not be tabulated or reported. So those are our shareholder proposals today. The polls are now open for voting. To vote online, please select one of the voting options. Your response will be highlighted. If you are holding a ballot, please raise your hand and someone will collect it and provide it to the scrutineer. As a reminder, if you or your proxy has already voted, you should not vote again during this meeting unless you want to change your vote. If you vote again using online or in-person ballot, your vote during the meeting will revoke your previously submitted vote.
If you're a holder of record of partnership exchangeable units and you've requested to vote in person today, you should have obtained it from the trustee or proxy that will entitle you to exercise the votes attached to the special voting share. You would otherwise be entitled to instruct the trustee to vote. You'll be given a few minutes to complete and submit your ballots. If you need a ballot, please raise your hand and we will provide one to you. Okay. Doesn't look like anybody needs a ballot today. If there are any questions from shareholders regarding the voting procedure, or if any shareholder wishes to ask a question about the proposals being voted on, please submit the question by selecting the messaging icon on top of your screen. Once you type your question, select the arrow icon.
If you're in person, please raise your hand and I will recognize you. Please state your name before asking your question. Please limit your question to the proposals to be voted on at this meeting. Anyone online? Nothing online? Nothing in person? Okay. We'll give a minute for anybody online submitting their ballots or in person. Okay. For those voting online, please electronically submit your ballots now. For those in person, please provide your paper ballots to the representative. Is there anybody that's come down the aisle? Okay. Great. All right. The voting is now closed. I can advise that based on the Scrutineer's preliminary report, that each of the 10 nominees for the director has received a majority of four votes and has been elected. The advisory vote approving the company's executive compensation has been approved by a majority of the votes cast.
The proposal appointing KPMG LLP as our auditors to serve until the close of the 2026 annual meeting of shareholders and authorizing our board to fix their remuneration has been approved by a majority of the votes cast. The three shareholder proposals that were presented today have not been approved, and the final results of the shareholder meeting will be included in the press release in Form 8-K that we will file later today. As there is no further business to be brought before this meeting, the meeting is concluded, and I will turn it over to Josh Kobza to provide you with a business update. Josh?
Thank you, Jill. Thank you all again very much for joining us here today, whether you're here in person at our office in Toronto or online. On behalf of the board of directors and everyone at RBI, we want to thank you, all of our shareholders, for your continued support and confidence in our company. Now that the formal portion of the meeting has wrapped up, I'd like to take a moment to share a quick update on our business. I feel incredibly proud of the strong foundations we've built across all four of our brands: Tim Hortons, Burger King, Popeyes, and Firehouse Subs, as well as our growing international business. Since becoming CEO, I've had the opportunity to visit many of our restaurants all around the world, meeting with our dedicated franchisees, restaurant owners, and their teams.
One thing has stood out at every stop: the best-performing restaurants stay focused on the fundamentals: quality, service, and convenience. That same focus helped guide us through the past year. While the environment has had its challenges, our teams and franchisees stayed disciplined and made solid progress. We introduced new menu offerings that connected well with our guests, and we worked well to strengthen execution through better training, upgraded equipment, and simplified operations, all with the goal of delivering great guest experiences more consistently. At Tim Hortons, we continue to build on our leadership in coffee and breakfast with a renewed focus on speed, accuracy, and hospitality. Our teams have been making meaningful progress in drive-through operations, expanding digital engagement, and investing in training that's elevating the guest experience across Canada.
At Burger King, we're making real progress modernizing the brand, improving restaurant operations, and supporting our franchisees with the tools and investments needed to drive consistency. We also made a large investment in the Carrols Restaurant Group in 2024, making it part of the RBI family. At Popeyes, we're strengthening the core business by enhancing product execution and simplifying operations. Improvements in order accuracy and team member training are helping to drive better guest satisfaction and operational consistency across the system.
At Firehouse Subs, we've been taking important steps to reposition the brand for long-term success. While the sandwich category has had its challenges in 2024, we've sharpened our focus on value and are improving restaurant operations and taking a targeted approach to developing our brand. Finally, in our international businesses, we continue to expand our reach with new market entries and strong development momentum.
We grew in dozens of brand-market combinations and are seeing more franchisees embrace the opportunity to scale with our brands in new and existing geographies. At the center of all this progress are our franchisees and their team members. When they succeed, our business succeeds. And we remain committed to supporting them with the right tools, right systems, and transparency to help them grow.
We're encouraged by the progress we've made and are optimistic about where we're headed. When we focus on the fundamentals and execute them well, we drive meaningful value for our guests, our partners, and our shareholders. Before we close, I'd like to thank the shareholders who voted and want to acknowledge those who submitted proposals and took their time to share their perspectives today. If you have any questions about the business, please feel free to reach out to our investor relations team. They're always happy to help. That'll conclude our session and this year's Annual Meeting. Thank you, everyone, again for joining us today and spending time with us. Have a good rest of your day.