8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 8, 2013

BURGER KING WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-35511	45-5011014
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

5505 Blue Lagoon Drive

Miami, Florida

(Address of Principal Executive Offices)

33126

(Zip Code)

(305) 378-3000

(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 (see General Instruction A.2. below):

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Director

On April 8, 2013, Marcel Herrmann Telles, a member of the Board of Directors (the “Board”) of Burger King Worldwide, Inc. (the “Company”) and the Compensation Committee of the Board (the “Compensation Committee”), advised the Company of his decision to resign from the Board, effective June 30, 2013. The Board determined that his service would be terminated effective on such date. Mr. Telles has served on the Board since June 2012 and has served on the Board of Directors of Burger King Holdings, Inc., a wholly-owned indirect subsidiary of the Company, since November 2010.

(b) Resignation of Principal Executive Officer

On April 8, 2013, Bernardo Hees, Chief Executive Officer of the Company and a member of the Board and the Executive Committee of the Board (the “Executive Committee”), advised the Company of his decision to resign as Chief Executive Officer to accept a position as Chief Executive Officer of H.J. Heinz Company, effective upon the earlier to occur of July 1, 2013 and the completion of the acquisition of H.J. Heinz Company by an investment consortium comprised of Berkshire Hathaway and an investment fund affiliated with 3G Capital Partners, Ltd. Upon his resignation as Chief Executive Officer, Mr. Hees will remain on the Board as Vice Chairman and as a member of the Executive Committee.

(c) Appointment of New Principal Executive Officer and New Principal Operating Officer

On April 8, 2013, the Board appointed Daniel S. Schwartz as the Chief Executive Officer of the Company, effective upon the resignation of Bernardo Hees. Mr. Schwartz, 32, has served as Executive Vice President and Chief Financial Officer of the Company since January 1, 2011. Prior thereto, he served as Executive Vice President and Deputy Chief Financial Officer from November 2010 until December 2010. Biographical information about Mr. Schwartz is set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2013 and incorporated herein by reference.

Also on April 8, 2013, the Board appointed Mr. Schwartz as the Chief Operating Officer of the Company, effective April 11, 2013, to serve in such capacity until his appointment as Chief Executive Officer becomes effective.

In connection with his promotion to Chief Executive Officer, on April 8, 2013, the Board approved an increase in Mr. Schwartz’s annual base salary from $500,000 to $700,000, effective as of the first day of the payroll period following his appointment as CEO, and an increase in his target annual cash bonus opportunity from 170% to 200% of his base salary, effective as of the date of such appointment.

Mr. Schwartz is a director of 3G Capital Partners, Ltd., an investment firm with its principal office located in New York City (“3G Capital”). 3G Capital is an affiliate of 3G Special Situations Fund II, L.P., which owns 70.5% of the Company.

There are no family relationships between Mr. Schwartz and any of the Company’s directors or executive officers and the Company has not entered into any transactions with Mr. Schwartz that are reportable pursuant to Item 404(a) of Regulation S-K.

(c) Appointment of New Chief Financial Officer

On April 8, 2013, the Board appointed Joshua Kobza to the position of Executive Vice President and Chief Financial Officer, effective April 11, 2013. Mr. Kobza joined the Company in June 2012 as Director, Investor Relations, and was promoted to Senior Vice President, Global Finance in December

2012. From January 2011 until June 2012, Mr. Kobza, 26, worked at SIP Capital, a São Paulo based private investment firm, where he evaluated investments across a number of industries and geographies. From July 2008 until December 2010, Mr. Kobza served as an analyst in the corporate private equity area of the Blackstone Group in New York City.

Mr. Kobza will receive an annual base salary of $350,000. His target annual cash bonus opportunity is 120% of his base salary, as determined under the annual bonus plan maintained by the Company. If the Company does not achieve the threshold performance goals established by the Compensation Committee of the Board for a fiscal year, and Mr. Kobza does not achieve his individual performance objectives at the threshold level, Mr. Kobza will not be entitled to receive an annual bonus for such fiscal year. In addition, on March 1, 2013, the Company granted to Mr. Kobza options to purchase 200,000 shares of the Company’s common stock at an exercise price of $18.25 per share. These options will cliff vest on March 1, 2018.

Mr. Kobza will enter into an agreement with the Company pursuant to which he will agree to maintain the confidentiality of the Company’s information and not to compete with the Company or solicit the Company’s employees or franchisees during his employment and for one year after termination of employment.

There are no family relationships between Mr. Kobza and any of the Company’s directors or executive officers and the Company has not entered into any transactions with Mr. Kobza that are reportable pursuant to Item 404(a) of Regulation S-K.

On April 11, 2013, the Company issued a press release which reports changes to senior management. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Election of Director

On April 8, 2012, the Board elected Roberto Thompson as a new director, effective July 1, 2013. Mr. Thompson will be entitled to receive the standard compensation provided to the Company’s non-management directors as described in the Company’s definitive proxy statement filed with the SEC on April 2, 2013.

From 1986 to 1992, Mr. Thompson worked in the corporate finance department of Banco Garantia, Brazil’s largest investment bank. From 1993 to 2004, he was a founder and managing partner of GP Investimentos, the largest private equity group in Brazil, and a member of its board of directors until 2010. Mr. Thompson has also served as a member of the boards of directors of Anheuser-Busch InBev since 2004, AmBev S.A., a Brazilian brewing company, since 1999, Lojas Americanas, a retail chain operator based in Brazil, since 2001 and São Carlos Empreendimentos e Participações S.A., a leading commercial real estate investment and management company in Brazil, since 2009. Mr. Thompson is one of the founding Partners of 3G Capital and continues to serve as a board member.

There are no arrangements or understandings between Mr. Thompson and any other persons pursuant to which Mr. Thompson was selected as a director, and the Company has not entered into any transactions with Mr. Thompson that are reportable pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On April 11, 2013, the Company issued a press release which reports preliminary first quarter 2013 results. The press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

On April 10, 2013, the Board authorized the repurchase of up to $200 million of the Company’s common stock at any time and from time to time prior to May 31, 2016 (the “Repurchase Plan”). The share repurchases may be made from time to time at management’s discretion in the open market in compliance with applicable securities laws and other legal requirements and are subject to market conditions, share price, the terms of the Company’s credit facility and other factors. The Repurchase Plan may be suspended or discontinued at any time. Shares of common stock repurchased under the Repurchase Plan will be deposited into treasury and retained for possible future use. Also on April 10, 2013, the Board declared a quarterly dividend of $0.06 per share of common stock. The dividend is payable on May 15, 2013 to shareholders of record at the close of business on May 1, 2013.

Information relating to the Repurchase Plan and the quarterly dividend is included in the press release attached as Exhibit 99.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1        Press Release

Exhibit 99.2        Press Release

SIGNATURES

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.

BURGER KING WORLDWIDE, INC.

By: /s/ Jill Granat

Jill Granat

General Counsel and Secretary

Date: April 11, 2013

EX-99.1

Exhibit 99.1

NEWS RELEASE

BURGER KING WORLDWIDE, INC. ELEVATES COMPANY’S TOP TALENT AS C.E.O.

BERNARDO HEES AND C.F.O. DANIEL SCHWARTZ ASSUME NEW ROLES WITHIN BKW

Succession Plan Has Executive Team Well Positioned to

Lead Company for Long-Term Profitable Growth

Miami – April 11, 2013 – Burger King Worldwide, Inc. (NYSE: BKW) today announced an evolution of its senior management team as Chief Executive Officer Bernardo Hees and Chief Financial Officer Daniel Schwartz assume new roles within the company. With a succession plan firmly in place, additional changes to BKW’s senior management team are a testament to the depth and breadth of the company’s leadership team as well as to the company’s commitment to developing top-performing talent within the organization.

Since 2010, under the direction of Mr. Hees and Mr. Schwartz, the company’s leadership team has led a global transformation of the BURGER KING^® brand that continues to position the company for long-term growth. The company strategy will remain the same, focused on aggressive international growth and the “Four Pillar” strategy in North America.

Effective immediately, the following executives have been appointed to new and/or expanded roles:

Bernardo Hees will continue to serve as Chief Executive Officer until the earlier of the completion of the acquisition of H.J. Heinz Company (NYSE:HZN) or July 1, 2013, at which point he will be appointed to the role of Vice Chairman, Board of Directors. Mr. Hees will continue to serve on BKW’s Executive Committee.

Upon completion of the Heinz transaction, Mr. Hees will assume the new role of Chief Executive Officer, H.J. Heinz Company.

Daniel Schwartz is appointed to the role of Chief Operating Officer, reporting to Mr. Hees. In this new role, the company’s senior management team will report directly to Mr. Schwartz. On July 1, 2013, Mr. Schwartz will be appointed to the role of Chief Executive Officer, reporting to the BKW Board of Directors and working closely with Executive Chairman Alex Behring.

Since 2010, Mr. Schwartz has served as the company’s Chief Financial Officer. During this time, he has successfully led many of the company’s key global initiatives, including: an aggressive international growth plan with new master franchise partnerships in China, Russia and Brazil; the North America restaurant image transformation program; and the company’s return to the New York Stock Exchange in June 2012.

Prior to joining BKW, as a Partner at 3G Capital, Mr. Schwartz was responsible for sourcing, analyzing and executing the firm’s acquisition of BKW.

Joshua Kobza will succeed Mr. Schwartz as Chief Financial Officer. In this role, Mr. Kobza will manage the company’s global finance function including, finance, accounting and real estate.

Mr. Kobza was previously Senior Vice President, Global Finance, responsible for treasury, financial planning and analysis and investor relations. He joined the company in June 2012 and will continue to report to Mr. Schwartz.

Steve Wiborg is promoted to the role of Chairman, North America. In this elevated role, Mr. Wiborg will be responsible for managing the company’s North America franchise efforts. More importantly, he will focus on the brand’s long-term strategies for North America. Mr. Wiborg will report to both the CEO and Vice Chairman of the BKW Board of Directors.

A member of the BURGER KING^® system for more than 25 years, Mr. Wiborg was most recently Executive Vice President and President, North America. In that role, he was instrumental in leading the company’s “Four Pillar” strategy for North America, including the most expansive menu overhaul in the BURGER KING^® brand’s history.

Succeeding Mr. Wiborg is Alex Macedo, who takes on the role of President, North America. In this role, Mr. Macedo will lead the North America business and will report to both Mr. Schwartz and Mr. Wiborg.

Since joining the company in 2011, Mr. Macedo has been a driving force of the brand relaunch in North America. Most recently, as Senior Vice President and General Manager, United States, he worked closely with the company’s field teams and with franchisees to improve the BURGER KING^® guest experience. In his previous role as Senior Vice President, North America Marketing, Mr. Macedo led the company’s marketing efforts for the largest menu overhaul in the brand’s history.

Other changes to the Executive Team include Rodrigo Musiello who is elevated to the role of Executive Vice President, Global Operations and Jose Dias who will assume the role of Executive Vice President, Global Development and President, Latin America and the Caribbean. Both Mr. Musiello and Mr. Dias will report directly to Mr. Schwartz.

“When I first took on the role of CEO nearly three years ago, I knew that building a solid and deep leadership team was critical for our long-term success. Today, that seasoned team begins the transition with the depth of institutional experience necessary to move the company forward,” said Bernardo Hees, CEO, Burger King Worldwide, Inc. “As I prepare to begin a new and exciting chapter in my life, I am confident this dynamic group will continue to grow the BURGER KING^® brand and, as Vice Chairman, I will stay a part of this great story.”

“In a short time, this management team has positioned the brand for long-term profitable growth,” said Daniel Schwartz, Chief Operating Officer. “I am confident in our strategy for maintaining our momentum and in the power of the BURGER KING^® brand globally.”

As a result of these changes, Mr. Hees will not be selling any BKW shares. He, along with 3G Capital, BKW’s primary shareholder group, remain committed to the BURGER KING^® brand for the long-term. Alex Behring will remain actively involved in the business as Executive Chairman, BKW Board of Directors.

Media:

Miguel Piedra, Global Communications

(305) 378-7277

mediainquiries@whopper.com

Investors:

Rahul Ketkar, Investor Relations

(305) 378-7696; investor@whopper.com

About Burger King Worldwide, Inc.

Founded in 1954, BURGER KING^® (BKW) is the second largest fast food hamburger chain in the world. The original HOME OF THE WHOPPER^®, the BURGER KING^® system operates in nearly 13,000 locations serving over 11 million guests daily in 86 countries and territories worldwide. Approximately 97 percent of BURGER KING^® restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. To learn more about Burger King Worldwide, Inc, please visit the company’s website at www.bk.com or follow us on Facebook and Twitter.

About 3G Capital

3G Capital is a global investment firm focused on long-term value, with a particular emphasis on maximizing the potential of brands and businesses. The firm and its partners have a strong history of generating value through operational excellence, board involvement, deep sector expertise and an extensive global network. 3G Capital works in close partnership with management teams at its portfolio companies and places a strong emphasis on recruiting, developing and retaining top-tier talent. 3G Capital’s main office is in New York City. For more information on 3G Capital, please go to http://www.3g-capital.com.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding our expectations and belief about the ability of the new management team to grow the BURGER KING^® brand; our expectations and belief regarding the ability of the BURGER KING^® brand to achieve long-term profitable growth; and our expectations and belief about our strategy for maintaining our momentum. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Important factors could cause actual events to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, those risk factors set forth in our filings with the Securities and Exchange Commission. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements as predictions of future events. You should not rely upon forward-looking statements as predictions of future events. We do not undertake any responsibility to update any of these forward-looking statements to conform our prior statements to actual results or revised expectations.

EX-99.2

Exhibit 99.2

NEWS RELEASE

BURGER KING WORLDWIDE, INC. (BKW) ANNOUNCES OUTLOOK FOR FIRST QUARTER 2013 RESULTS

Burger King Worldwide, Inc. Expects Adjusted Diluted EPS Growth of More Than 45% to Approximately $0.17; Board

Approves a 20% Increase of Cash Dividend to $0.06 Per Share, and the Initiation of a $200 Million Share Repurchase

Program

MIAMI – April 11, 2013 – Burger King Worldwide, Inc. (NYSE: BKW) today announced its outlook for the first quarter ended March 31, 2013 and enhancements to return capital to shareholders.

The company expects adjusted diluted EPS of approximately $0.17¹, growing over 45% versus the prior year period. The company expects global comparable sales growth of negative 1.5% for the quarter, reflective of a more challenging environment and the impact of leap day. U.S. and Canada comparable sales growth is expected to be negative 3.0%, due to tougher prior year comparisons, a challenging macroeconomic environment and heightened competitive activity. After negative comparable sales growth early in the quarter, comparable sales growth in both the U.S. and Canada and worldwide was positive in March, as more compelling value offers resonated with consumers.

Underscoring management’s and the Board of Directors’ confidence in the long-term strength of the business and its ability to generate sustainable cash flow, the Board declared a cash dividend of $0.06 per share, a 20% increase from the previous dividend of $0.05 per share declared on February 14, 2013. The dividend is payable on May 15, 2013 to shareholders of record at the close of business on May 1, 2013.

In an effort to have a balanced approach to capital allocation and to return cash to shareholders, the Board authorized the repurchase of up to $200 million of the company’s common stock. The share repurchases will be made in the open market from time to time prior to May 31, 2016, and will be funded from available cash. The amount and timing of the repurchases will be determined by the company’s management. The share repurchases may be suspended or discontinued at any time. Shares of common stock repurchased under the plan will be deposited into treasury and retained for possible future use.

Contacts

Investors

Rahul Ketkar, Investor Relations

(305) 378-7696; investor@whopper.com

Media

Miguel Piedra, Global Communications

(305) 378-7277; mediainquiries@whopper.com

About Burger King Worldwide

Founded in 1954, BURGER KING^® (NYSE: BKW) is the second largest fast food hamburger chain in the world. The original HOME OF THE WHOPPER^®, the BURGER KING^® system operates in nearly 13,000 locations serving over 11 million guests daily in 86 countries and territories worldwide. Approximately 97 percent of BURGER KING^® restaurants are owned and operated by independent franchisees, many of them family-owned operations that have been in business for decades. To learn more about Burger King Worldwide, please visit the company’s website at www.bk.com or follow us on Facebook and Twitter.

¹  Adjusted diluted EPS is a non-GAAP number that is calculated consistent with the methodology used in prior quarters.

Forward-Looking Statements

This press release contains forward-looking statements, including statements regarding our expectations regarding comparable sales and adjusted diluted earnings per share for the first quarter 2013; our expectations regarding the long-term strength of the business and the ability of the company to generate sustainable cash flow; and our ability to execute on our share repurchase plan to return cash to our shareholders. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Important factors could cause actual events to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, those risk factors set forth in our filings with the Securities and Exchange Commission. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements as predictions of future events. You should not rely upon forward-looking statements as predictions of future events. We do not undertake any responsibility to update any of these forward-looking statements to conform our prior statements to actual results or revised expectations.