Summary
McDonald's Corporation (MCD) announced a significant update to its corporate governance through the amendment and restatement of its By-Laws, effective October 26, 2015. The primary driver of this change is the implementation of new 'proxy access' rights for eligible shareholders. This move reflects McDonald's engagement with its investors and its responsiveness to evolving shareholder perspectives on corporate governance matters. These new proxy access provisions allow a qualified shareholder, or a group of up to 20 shareholders, who have continuously held at least 3% of the company's stock for three years, to nominate directors for inclusion in McDonald's proxy materials. The number of director nominations permitted is the greater of two directors or 20% of the current Board size. The By-Laws also include conforming amendments related to board consent actions and administrative updates to ensure consistency.
Key Highlights
- 1McDonald's Board of Directors amended and restated the company's By-Laws on October 26, 2015.
- 2The key amendment introduces 'proxy access' rights for eligible shareholders.
- 3Shareholders must continuously own at least 3% of outstanding shares for three years to be eligible.
- 4Eligible shareholders can nominate up to the greater of two Directors or 20% of the Board.
- 5These changes reflect McDonald's ongoing dialogue with its shareholders regarding corporate governance.
- 6The By-Laws were updated to align with Delaware General Corporation Law changes regarding board consent action.
- 7Conforming and administrative updates were made to other sections of the By-Laws for consistency.