8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2014

TIM HORTONS INC.

(Exact name of registrant as specified in its charter)

Canada	001-32843	98-0641955
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

874 Sinclair Road, Oakville, ON, Canada	L6K 2Y1
(Address of principal executive offices)	(Zip Code)

(905) 845-6511

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01     Regulation FD Disclosure.

On May 6, 2014, Tim Hortons Inc. (the “Company”) issued a letter to shareholders in response to a proxy alert issued by Institutional Shareholder Services regarding the Company’s proposed amendments to By-Law No. 1, which By-Law was further revised on May 2, 2014 by the Company. A copy of the letter was filed on the System for Electronic Document Analysis and Retrieval (SEDAR) and is furnished as Exhibit 99.1 to this current report on Form 8-K and hereby incorporated by reference.

The information set forth in this Item 7.01, including Exhibit 99.1 attached, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 9.01     Financial Statements and Exhibits.

(d)        Exhibits

Exhibit No.	Description
99.1	Letter to Shareholders dated May 6, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIM HORTONS INC.
Date: May 6, 2014	By:	/s/ JILL E. SUTTON
		Jill E. Sutton Executive Vice President, General Counsel and Secretary

EX-99.1

TIM HORTONS INC. 874 SINCLAIR ROAD, OAKVILLE, ONTARIO L6K 2Y1 TELEPHONE: (905) 845-6511, FACSIMILE: (905) 845-0265 Dear Shareholders: As you are aware, before shareholders at the annual and special meeting on May 8, 2014, is a proposal for amendments to the Corporation’s By-Law No. 1. In response to shareholder input, on May 2, 2014, the Board approved further amendments to the By-Law, as follows:  The newly added prohibition on third-party director compensation was deleted in reliance on our existing requirement that such arrangements be disclosed by nominee-directors in advance;  The Board revised the existing requirement that nominee-directors comply with all publicly disclosed corporate policies to disclosure of non-compliance; and  We removed the tie-breaking vote of Committee Chairs. Although these changes addressed all of the items identified by Institutional Shareholder Services (ISS) in its original report, ISS’s recent proxy alert continues to recommend against the By-Law amendments. In its original report, ISS stated that the purpose of advance notice provisions are to “…provide timely disclosure about potential nominees in order for shareholders to make informed voting decisions.” We agree. In its updated alert, however, ISS is now taking the apparently new view that advance notice by- law provisions should not require disclosure “…beyond what would be required to be disclosed within a dissident proxy statement.” Whether or not any such disclosure is required to be included in a dissident proxy statement, this disclosure is beneficial in that it enhances transparency and will, accordingly, improve the underlying quality of the shareholder vote. Our Board requires disclosure of compliance with these same standards annually before it recommends directors to shareholders in the Company’s proxy statement. Glass Lewis continues to recommend in favor of the proposed amendments to the By-Law. If you have not yet voted, or if you have voted on the basis of ISS recommendations alone, we urge you to further reconsider these matters based on our additional By-Law amendments approved by the Board on May 2, 2014, and the information contained in this supplemental letter. Thank you for your prompt attention to this important matter. Jill Sutton Executive Vice President, General Counsel and Corporate Secretary Exhibit 99.1