Keep The Glass Ceiling: Investors In Burger King, Tim Hortons Reject Gender-Diversity Proposal At 2016 Annual Meeting

Burger King may not be run by a man wearing a crown, but it is controlled exclusively by men, and the company’s stakeholders are OK with that.

Shareholders of Restaurant Brands International Inc., the Ontario-based parent of Burger King and coffee chain Tim Hortons, Thursday rejected an internal proposal to map out a policy by the end of the year to introduce women to the board of directors.

The motion to increase gender diversity was floated in April by OceanRock Investments Inc., a Canadian investment firm that was a shareholder prior to the Canadian company’s 2014 acquisition by the U.S. fast-food stalwart, Bloomberg News reported.

Investors rarely vote to support gender-diversity policies, because they’re perceived as hampering a company’s ability to select the most qualified candidates. But in recent years, bowing to pressure from shareholder activists groups and public perception about glass ceilings and gender pay gaps, companies have been gradually filling board seats with women.

Prior to the acquisition, Tim Hortons had three women on its board of directors. But after Miami-based Burger King bought it for $11.4 billion and relocated the combined company to Canada (presumably to dodge higher U.S. corporate taxes), the board of Restaurant Brands International lost all female members.

OceanRock’s recommendation was accepted by Restaurant Brands International’s board and put into the company’s 2016 proxy statement for Thursday’s annual shareholder meeting and vote in Oakville, Ontario. Proxy statements are annual forms sent out a company’s shareholders that include nonbinding ballot measures proposed by investors.

“Gender diversity is a critical attribute of a well-functioning board and a measure of sound corporate governance,” said OceanRock in Restaurant Brands International’s proxy statement. “Research has demonstrated that companies that have women on the board of directors have outperformed their peers that do not.”

Technically, OceanRock didn’t ask for women to be put on the board, but rather to draw out a policy by December outlining the company’s plan, timeline and process for improving gender diversity in the company’s leadership positions.

The measure was one of five shareholders on which voted, but the only one for which the nine-member board declined to offer its own recommendation. Company boards often advise shareholders how to vote on measures.

“The board has carefully considered the shareholder proposal and has determined not to make a recommendation either in favor of or opposed to the proposal,” the company said in the proxy statement.

Shareholders decided to oppose, but proxy votes are nonbinding. Restaurant Brands International could decide on its own to implement a gender-diversity policy. The public, too, could pressure the company by simply going somewhere else for their coffee or burgers.