8-KLeadership Changes

MCDONALDS CORP 8-K Report, Executive Changes (Feb 20, 2013)

Filed February 20, 2013For Securities:MCD

Summary

This 8-K filing by McDonald's Corporation, dated February 20, 2013, primarily details the compensation arrangements for its named executive officers for the upcoming performance year and a multi-year performance cycle. The Compensation Committee approved the payout structure for the 2013 Target Incentive Plan (TIP), with award percentages tied to base salary ranging from 160% for the CEO to 85% for a former US President. Payouts are contingent on achieving operating income growth, with a maximum potential award of 250% of the target. Furthermore, the filing introduces the new Cash Performance Unit Plan (CPUP) for the 2013-2015 performance cycle, with target awards set in dollar amounts for key executives. CPUP payouts will be based on compounded annual growth in operating income (75% weight) and return on incremental invested capital (25% weight) over the three-year period. The filing also outlines grants of Restricted Stock Units (RSUs) that vest after three years, subject to achieving a cumulative 6% compounded annual EPS growth target. A special one-time RSU grant is also detailed, linked to the transition to overlapping CPUP cycles and subject to similar performance measures.

Key Highlights

  • 1McDonald's Compensation Committee approved the 2013 Target Incentive Plan (TIP) payout structure for named executive officers.
  • 2TIP awards are tied to base salary percentages, with the CEO receiving 160% and other officers receiving lower percentages.
  • 3TIP payouts are conditional on achieving operating income growth in 2013, with a maximum payout of 250% of the target.
  • 4A new Cash Performance Unit Plan (CPUP) for the 2013-2015 performance cycle was adopted, with target awards structured in dollar amounts.
  • 5CPUP performance metrics include consolidated three-year compounded annual growth in operating income (75%) and three-year return on incremental invested capital (25%).
  • 6Restricted Stock Units (RSUs) were granted, with vesting tied to a cumulative 6% compounded annual EPS growth target over the 2013-2015 period.
  • 7A special one-time RSU grant was approved, linked to the transition of CPUP cycles and subject to specific performance conditions.

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