8-KLeadership Changes

MCDONALDS CORP 8-K Report, Executive Changes (Feb 18, 2009)

Filed February 18, 2009For Securities:MCD

Summary

McDonald's Corporation (MCD) filed an 8-K on February 17, 2009, detailing the Compensation Committee's approval of restricted stock unit (RSU) grants to key executive officers on February 11, 2009. These grants are designed to incentivize long-term performance and align executive interests with shareholder value. The specific officers receiving these awards are Messrs. Skinner, Alvarez, and Fenton, who are among the Company's most senior leadership. The RSU awards are subject to a three-year cliff vesting period, meaning they will vest in full after three years, provided certain performance conditions are met. Crucially, the vesting is tied to the company's compounded annual growth in diluted earnings per share (EPS). A target of 6% EPS growth has been set, with provisions for partial vesting between 1% and 6% EPS growth, and no vesting if growth falls below 1%. This performance-based structure indicates a clear focus on driving sustained profitability and shareholder returns.

Key Highlights

  • 1Restricted Stock Units (RSUs) granted to key executive officers: Messrs. Skinner, Alvarez, and Fenton.
  • 2Awards are made under the Amended and Restated 2001 Omnibus Stock Ownership Plan.
  • 3RSUs have a three-year cliff vesting period.
  • 4Vesting is contingent on a performance-based condition related to compounded annual growth in diluted EPS.
  • 5The performance target for vesting is 6% compounded annual EPS growth.
  • 6A minimum of 1% compounded annual EPS growth is required for any portion of the RSUs to vest.
  • 7Proportional vesting occurs if EPS growth is between 1% and 6%.

Frequently Asked Questions

The restricted stock units (RSUs) were granted to certain executive officers of McDonald's Corporation, specifically Messrs. Skinner, Alvarez, and Fenton.

The RSUs are subject to a three-year cliff vesting period. This means they will vest in full after three years from the grant date, provided the performance conditions are met.

Vesting is tied to the company's performance in compounded annual growth of diluted earnings per share (EPS) over the three-year vesting period. A target of 6% EPS growth is set, with potential for partial vesting between 1% and 6% EPS growth. If EPS growth is below 1%, none of the RSUs will vest.

The grants are intended to incentivize executive officers to achieve specific long-term performance goals, particularly in growing earnings per share, thereby aligning their interests with those of the company's shareholders.