8-KShareholder MattersCorporate ChangesRegulation FD+1

MCDONALDS CORP 8-K Report, Bylaw Amendment (May 30, 2019)

Filed May 30, 2019For Securities:MCD

Summary

This 8-K filing from McDonald's Corporation (MCD) details key governance changes and shareholder voting outcomes from their Annual Shareholders' Meeting on May 23, 2019. The most significant governance update involves the amendment and restatement of the Company's By-Laws to align with a previously approved amendment to the Certificate of Incorporation, which lowered the authorized range for the number of Directors on the Board to between 7 and 15. This change streamlines the board's size determination process. Shareholder votes at the meeting demonstrated strong support for the company's leadership and proposals. All eleven nominated directors were re-elected, and shareholders approved advisory votes on executive compensation for 2018 and the appointment of Ernst & Young LLP as the independent auditor for 2019. A proposal to lower the authorized range of directors was also approved, reflecting shareholder confidence in the board's proposed structure. Conversely, a shareholder proposal requesting the ability for shareholders to act by written consent was not approved.

Key Highlights

  • 1McDonald's Board of Directors amended and restated the Company's By-Laws, effective May 23, 2019.
  • 2The By-Law amendment aligns with a prior change to the Certificate of Incorporation, reducing the authorized director range to 7-15 members.
  • 3All eleven nominated directors were re-elected at the Annual Shareholders' Meeting held on May 23, 2019.
  • 4Shareholders approved the advisory vote on executive compensation for named executive officers in 2018.
  • 5Ernst & Young LLP was approved by shareholders to serve as the independent auditor for 2019.
  • 6Shareholders approved an amendment to the Certificate of Incorporation to lower the authorized range of directors to 7-15.
  • 7A shareholder proposal to allow action by written consent was not approved by shareholders.

Frequently Asked Questions

The primary purpose was to reflect and implement a change to the Company's Certificate of Incorporation, which reduced the authorized range for the number of Directors on the Board to between 7 and 15. This amendment ensures the By-Laws are consistent with the Certificate of Incorporation regarding board size.

While all eleven nominated directors were re-elected, the voting results for Paul Walsh and Miles White showed a higher number of votes against them and broker non-votes compared to other directors. However, all directors still received a substantial majority of 'For' votes.

The shareholder proposal requesting the ability for shareholders to act by written consent was not approved by shareholders. The votes against the proposal significantly outnumbered the votes in favor.

Yes, the filing notes that on May 23, 2019, the Company issued an Investor Release announcing the declaration of a quarterly cash dividend. This information was disclosed under Regulation FD.