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RBI shareholders approve US$116,700,000 pay plan for executive chairman

Company received 74.5% support for the compensation plan for its named executive officers

Ottawa, Canada - December 16, 2021: Sign of Tim Hortons cafe in downtown of Ottawa, Canada. Tim Hortons is a popular canadian fast food restaurant.
Shareholders of Tim Hortons' parent company Restaurant Brands International (RBI) approved a compensation plan that will see executive chairman Patrick Doyle paid US$116.7 million over the next five years. (Getty Images)

Restaurant Brands International (QSR)(QSR.TO) shareholders have approved a compensation plan that will see executive chairman Patrick Doyle paid US$116.7 million over the next five years.

According to filings made with the Canadian securities regulator, RBI received 74.5 per cent support for the compensation plan for its named executive officers at its annual meeting of shareholders on Tuesday, while 25.5 per cent voted against the plan.

The support came following negative recommendations from two major proxy advisory firms. Institutional Shareholder Services Inc. (ISS) and Glass Lewis both released reports ahead of Tuesday's meeting highlighting concerns about the compensation package for Doyle, recommending that shareholders vote against the compensation plan.

Doyle, the former Domino's Pizza CEO who was appointed executive chairman of RBI in November, will not receive a salary or participate in the company's annual bonus program. However, his sign-on compensation package, which includes performance-based and time-vested stock options, will total US$116.7 million over a period of five years. RBI, the parent company of Tim Hortons, Burger King, Popeyes and Firehouse Subs, reports its financial results in U.S. dollars.

ISS said in its report that there were "significant concerns raised by the size of the new executive chairman Doyle's equity awards," adding that the plan is nearly eight times the median total CEO pay at ISS-selected peers.

Glass Lewis also called the company's compensation practices "excessive" and raised concerns about Doyle's time-vested awards.

"Shareholders may reasonably question the Company's decision to grant approximately $65.1 million in solely time-based equity, of which a portion cliff vests at the end of five years, with the other portion vesting ratably over the next five years," the advisory firm said in its report.

RBI said in its proxy statement released ahead of Tuesday's annual meeting of shareholders that the board developed the compensation package "in order to attract Mr. Doyle to the role, which requires a significant commitment and investment of his time, and in light of other opportunities available to him."

RBI shareholders also voted in support of the 10 directors nominated to the company's board. Glass Lewis had recommended voting against four members of the board for a range of reasons, including Doyle's compensation package.

Alicja Siekierska is a senior reporter at Yahoo Finance Canada. Follow her on Twitter @alicjawithaj.

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