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): May 15, 2014
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 15, 2014, Burger King Worldwide, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders. At the annual meeting, the Company’s stockholders: (i) elected the eight (8) directors specifically named in the Company’s proxy statement, each for a term of one (1) year, (ii) approved, on an advisory basis, the compensation paid by the Company to its named executive officers, and (iii) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2014. The voting results for each proposal are as follows:
Proposal 1: Election of the eight (8) directors specifically named in the proxy statement, each for a term of one (1) year:
| Nominees |
Number of Shares Voted For |
Number of Shares Withheld |
Broker Non-Votes | |||||||||
| Bernardo Hees |
300,753,372 | 16,382,496 | 13,875,805 | |||||||||
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| Alexander Behring |
299,307,701 | 17,828,167 | 13,875,805 | |||||||||
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| Martin E. Franklin |
315,620,700 | 1,516,293 | 13,875,805 | |||||||||
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| Paul J. Fribourg |
316,513,400 | 623,593 | 13,875,805 | |||||||||
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| Alan Parker |
316,567,048 | 569,945 | 13,875,805 | |||||||||
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| Carlos Alberto Sicupira |
299,355,367 | 17,780,501 | 13,875,805 | |||||||||
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| Roberto Thompson Motta |
301,028,425 | 16,107,443 | 13,875,805 | |||||||||
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| Alexandre Van Damme |
316,566,827 | 570,166 | 13,875,805 | |||||||||
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Proposal 2: Approval, on an advisory basis, of the compensation paid by the Company to its named executive officers:
| FOR
296,253,921 |
AGAINST
20,827,011 |
ABSTAIN
56,058 |
BROKER NON-VOTES
13,875,808 |
Proposal 3: Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2014:
| FOR
330,936,659 |
AGAINST
64,164 |
ABSTAIN
11,975 |
BROKER NON-VOTES
0 |
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.
| BURGER KING WORLDWIDE, INC. | ||
| By: | /s/ Jill M. Granat | |
| Jill M. Granat SVP and General Counsel | ||
Date: May 16, 2014