8-KLeadership Changes

MCDONALDS CORP 8-K Report, Executive Changes (Mar 20, 2015)

Filed March 20, 2015For Securities:MCD

Summary

This 8-K filing from McDonald's Corporation, dated March 20, 2015, details executive compensation adjustments through the approval of awards under the Cash Performance Unit Plan (CPUP) and grants of performance-based Restricted Stock Units (RSUs) for the 2015-2017 performance cycle. The CPUP awards, effective March 16, 2015, are tied to a three-year cumulative performance period and will be paid out after December 31, 2017. Primary metrics for these cash awards include compounded annual growth in operating income (75% weighting) and return on incremental invested capital (25% weighting), with potential adjustments based on guest traffic share and total shareholder return relative to the S&P 500. The filing also outlines performance-based RSUs granted to executives, which will vest after three years contingent on achieving compounded annual growth in diluted Earnings Per Share (EPS) between 5% and 7%. The payout for these RSUs can range from 0% to 200% of the target award, with EPS adjusted for constant currency and certain non-indicative items to reflect underlying business trends. These compensation plans signal a focus on long-term operational and financial performance, with specific targets set for key growth and profitability metrics.

Key Highlights

  • 1McDonald's Compensation Committee approved awards under the Cash Performance Unit Plan (CPUP) for the 2015-2017 performance cycle on March 16, 2015.
  • 2CPUP awards are based on three-year cumulative performance metrics: compounded annual growth in operating income (75%) and return on incremental invested capital (25%).
  • 3Payouts for CPUP awards will not occur until after the performance period concludes on December 31, 2017.
  • 4CPUP payouts are subject to adjustments based on changes in guest traffic share and total shareholder return relative to the S&P 500.
  • 5Performance-based Restricted Stock Units (RSUs) were also granted, vesting after three years based on achieving compounded annual growth in diluted EPS.
  • 6Target EPS growth for RSU vesting is set between 5% and 7%; maximum payout is 200% of the target award.
  • 7EPS for RSU performance is adjusted for constant currency and potential exclusions to better reflect ongoing business trends.

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