8-KCorporate ChangesExhibits & Filings

MCDONALDS CORP 8-K Report, Bylaw Amendment (Oct 28, 2015)

Filed October 28, 2015For Securities:MCD

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.

Frequently Asked Questions

Proxy access is a governance right that allows eligible shareholders to nominate director candidates and have those nominations included in the company's own proxy materials. McDonald's is implementing this to respond to evolving investor expectations and to foster greater shareholder engagement in board composition.

To be eligible, a shareholder or a group of up to 20 shareholders must have continuously owned at least 3% of McDonald's outstanding capital stock for a minimum of three consecutive years.

Eligible shareholders can nominate director candidates representing the greater of two directors or 20% of the number of directors currently serving on McDonald's Board of Directors.

Yes, the By-Laws were also amended to align with recent changes in Delaware law concerning board consent actions, and to make administrative and grammatical updates for consistency and clarity, particularly with the new proxy access provisions.