DEFA14A 1 tmb-20240408xdefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

McDonald’s Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


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Your Vote Counts! C/O McDONALD’S CORPORATION POST OFFICE BOX 9112 FARMINGDALE, NY 11735-9544 MCDONALD’S CORPORATION 2024 Annual Shareholders’ Meeting Vote by May 21, 2024 10:59 PM CT You invested in MCDONALD’S CORPORATION and it’s time to vote! You have the right to vote on proposals being presented at the annual shareholders’ meeting. This is an important notice regarding the availability of proxy material(s) for the annual shareholders’ meeting to be held on May 22, 2024. *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V38457-P07603 Get informed before you vote View the Notice and Proxy Statement and the 2023 Annual Report to Shareholders online at www.ProxyVote.com OR you can receive a free paper or email copy of the proxy material(s) by requesting prior to May 8, 2024. If you would like to request a paper or email copy of the proxy material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. We encourage you to vote before the annual shareholders’ meeting. To attend the virtual meeting as a shareholder and have the ability to vote, you must pre-register by 9:00 a.m. Central Time on May 20, 2024 using the control number set forth above. Information on pre-registration can be found in the Proxy Statement. Vote Virtually at the Meeting* May 22, 2024 9:00 a.m. Central Time https://www.cesonlineservices.com/mcd24_vm

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Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V38458-P07603 THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming annual shareholders’ meeting. More complete proxy materials are available to you at www.ProxyVote.com. We encourage you to access and review all of the important information contained in the proxy materials before voting. Please follow the instructions on the reverse side to vote on these important matters. 1. Election of 12 Directors to serve until the Company’s 2025 Annual Shareholders’ Meeting and until their successors have been elected and qualified. 1a. Anthony Capuano For 1b. Kareem Daniel For 1c. Lloyd Dean For 1d. Catherine Engelbert For 1e. Margaret Georgiadis For 1f. Michael Hsu For 1g. Christopher Kempczinski For 1h. John Mulligan For 1i. Jennifer Taubert For 1j. Paul Walsh For 1k. Amy Weaver For 1l. Miles White For 2. Advisory Vote to Approve Executive Compensation. For 3. Vote to Approve an Amendment to the Company’s Restated Certificate of Incorporation to Limit Liability of Officers as Permitted by Law. For 4. Vote to Approve Amendments to the Company’s Restated Certificate of Incorporation to Implement Miscellaneous Changes. For 5. Advisory Vote to Ratify the Appointment of Ernst & Young LLP as Independent Auditor for 2024. For 6. Advisory Vote on Adoption of Antibiotics Policy. Against 7. Advisory Vote on Worldwide Switch to Cage-Free Eggs. Against 8. Advisory Vote on Poultry Welfare Disclosure. Against 9. Advisory Vote on Congruency Analysis on Human Rights. Against 10. Advisory Vote on Corporate Giving Disclosure. Against 11. Advisory Vote on Annual Report on Global Political Influence. Against NOTE: Such other business as may properly come before the meeting or any adjournment thereof.