santelmopoa

0001618756-24-000031.txt : 20240320 0001618756-24-000031.hdr.sgml : 20240320 20240320172721 ACCESSION NUMBER: 0001618756-24-000031 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20240314 FILED AS OF DATE: 20240320 DATE AS OF CHANGE: 20240320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANTELMO THIAGO T CENTRAL INDEX KEY: 0002015936 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36786 FILM NUMBER: 24768681 MAIL ADDRESS: STREET 1: C/O RESTAURANT BRANDS INTERNATIONAL INC. STREET 2: 5707 BLUE LAGOON DRIVE CITY: MIAMI STATE: FL ZIP: 33126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Restaurant Brands International Inc. CENTRAL INDEX KEY: 0001618756 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 130 KING STREET WEST STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5X 1E1 BUSINESS PHONE: (905) 845-6511 MAIL ADDRESS: STREET 1: 130 KING STREET WEST STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5X 1E1 FORMER COMPANY: FORMER CONFORMED NAME: 9060669 Canada Inc. DATE OF NAME CHANGE: 20141028 FORMER COMPANY: FORMER CONFORMED NAME: 1011773 B.C. Unlimited Liability Co DATE OF NAME CHANGE: 20140905 3 1 wk-form3_1710970030.xml FORM 3 X0206 3 2024-03-14 0 0001618756 Restaurant Brands International Inc. QSR 0002015936 SANTELMO THIAGO T C/O RESTAURANT BRANDS INTERNATIONAL 5707 BLUE LAGOON DRIVE MIAMI FL 33126 0 1 0 0 President, International Common Shares 25166 D Exchangeable Units Common Shares 205 D Option (Right to Buy) 55.55 2027-02-23 Common Shares 10000 D Option (Right to Buy) 58.44 2028-02-22 Common Shares 10000 D Option (Right to Buy) 64.75 2029-02-21 Common Shares 30000 D Option (Right to Buy) 66.31 2025-02-21 2030-02-20 Common Shares 7500 D Restricted Share Units Common Shares 671.2298 D Restricted Share Units Common Shares 775.5435 D Performance Share Units 2025-02-21 2025-02-21 Common Shares 8664.7568 D Restricted Share Units Common Shares 5539.5963 D Restricted Share Units Common Shares 3503.709 D Restricted Share Units Common Shares 6120.8118 D Performance Share Units 2025-02-25 2025-02-25 Common Shares 21149.2041 D Restricted Share Units Common Shares 5656 D Performance Share Units 2026-02-22 2026-02-22 Common Shares 18272.6812 D Performance Share Units 2027-03-15 2027-03-15 Common Shares 15919 D Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common share on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date. These options are fully vested and exercisable. These restricted share units vest on December 31, 2024 Each restricted share unit represents a contingent right to receive one common share. The shares reported represent an award of performance based restricted share units ("2020 PBRSUs") granted to the Reporting Person. The 2020 PBRSUs have a performance period ending December 31, 2021 and will vest on February 21, 2025, which is the fifth anniversary of the grant date. These restricted share units vest in equal installments on December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024. These restricted share units vest in equal installments on December 15, 2022, December 15, 2023, December 15, 2024 and December 15, 2025. These restricted share units vest in equal installments on December 15, 2023, December 15, 2024, December 15, 2025 and December 15, 2026. The shares reported represent an award of performance based restricted share units ("2022 PBRSUs") granted to the Reporting Person. The 2022 PBRSUs will have a performance period beginning December 31, 2021 and ending on December 31, 2024 and to the extent earned will vest on February 25, 2025, which has been selected as the vesting date of the grant. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition. These restricted share units vest in equal installments on December 15, 2024, December 15, 2025, December 15, 2026 and December 15, 2027. The shares reported represent an award of performance based restricted share units ("2023 PBRSUs") granted to the Reporting Person. The 2023 PBRSUs will have a performance period beginning January 1, 2023 and ending December 31, 2025 and to the extent earned will vest on February 22, 2026, the number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition. The shares reported represent an award of performance based share units ("2024 PSUs") granted to the Reporting Person. The 2024 PSUs will have a performance period beginning February 23, 2024 and ending February 23, 2027 and to the extent earned will vest on March 15, 2027. The number of common shares that will be earned at the end of the performance period is subject to increase or decrease based on the results of the performance condition. /s/ Michele Keusch, as Attorney-in-Fact for Thiago T. Santelmo 2024-03-20 EX-24 2 santelmopoa.htm EX-24 santelmopoa

POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Jill Granat and Michele Keusch, signing singly, the undersigned's true and lawful attorney-in fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Restaurant Brands International Inc. (the "Company"), Form ID, including other documents necessary to obtain EDGAR codes and passwords enabling the undersigned to make filings with the United States Securities and Exchange Commission, and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming a11 that such attorney-in-fact, or such attorney-in facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned hereby revokes all previous powers of attorney that have been granted by him in connection with his reporting obligations, if any, under Section 16 of the Exchange Act with respect to his holdings of and transactions in securities issued by the Company. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 12., 2024. By: Name: