McDonald : Proxy Statement - Notice of Shareholders Meeting (preliminary)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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• ☐Definitive Proxy Statement

• ☐Definitive Additional Materials

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McDonald's Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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A Letter from the Chairman of the Board

Dear Fellow McDonald´s Shareholders,

Each day it's our privilege to serve more than 60 million people in one of our nearly 38,000 restaurants around the world. Still, every time I walk into a McDonald's restaurant, I'm reminded that individuals are at the heart of each of these big numbers; a family enjoying a meal together, friends catching up over coffee or a crew member offering a friendly smile at the drive-thru window to a customer squeezing in a few moments to eat while on the go.

We take great pride in the way we serve customers, employees, our communities and you, our shareholders. 2018 was a year of strong progress. Business growth, though, is not the full extent of how we measure our success. I'm proud to report that we also made significant strides in using McDonald's Scale for Good. We are driving positive change in the world and addressing some of the most pressing societal and environmental challenges - all while contributing to the long-term success and sustainability of our Company.

Delivering Shareholder Value. We are focused on running a good business and we served you, our shareholders, with a disciplined focus on growth that helped us achieve strong shareholder returns, outpacing most other companies in our peer group. Over the past three years, McDonald's achieved a total shareholder return (TSR) of 63%, a marked improvement from the three-year TSR of 3% through December 2014, prior to the Company's turnaround.

Velocity Growth Plan. Our broad-based momentum is a testament to the strategy guiding McDonald's. With the Velocity Growth Plan, we are taking actions to enhance the taste of our food, the convenience we offer, value and brand trust. We continued to progress in these areas, which has encouraged more customers to visit McDonald's again and again. In 2018, global comparable sales increased 4.5%, and our global comparable guest counts marked the first back-to-back year of growth since 2012.

The Company has prioritized growth opportunities with the greatest potential to accelerate our momentum. The three Velocity Accelerators - Experience of the Future, digital and delivery - continued to gain traction in 2018, strengthening consumer perceptions of the McDonald's brand.

Our CEO, Steve Easterbrook, and his management team continued to demonstrate bold ambition, innovative thinking and the ability to motivate and align McDonald's employees, franchisees and suppliers as they guide our Company through a transformative period. In a dynamic consumer landscape, we are fortunate to have Steve and other highly talented leaders who are skilled at driving strong performance today, while also anticipating industry changes and preparing McDonald's for future success.

Active Oversight of Strategy. The Company's Board of Directors is committed to upholding the role of reviewing, challenging and helping to shape our strategic direction so that McDonald's is well-positioned to serve the interests of customers, employees and shareholders. The Board regularly assesses progress against the strategy and has the opportunity to speak to employees at various levels of the Company to gain more insight into its implementation. The Board recognizes that corporate culture plays a large role in execution of strategy, and is confident that the Company is creating an environment in both its offices and our restaurants where every individual can contribute their best.

The Board's annual "deep dive" strategic review is valuable in guiding our strategy's continued evolution in support of the Company's aspirations. At our strategic review last fall, the Board continued its practice of open and robust conversation. We engaged members of the senior leadership team, offering insight, critical thinking and direction intended to hone in on opportunities with the greatest potential to advance the business.

The Board continues to oversee enterprise risk management and regularly coordinates with its Committees and our management team to oversee risk identification, assessment and mitigation.

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McDonald's Corporation

A Letter from the Chairman of the Board

Scale for Good. A year ago, we shared our vision for responsible leadership to address challenges in a way that upholds the trust customers and other stakeholders place in McDonald's. Since then, as the pace of change and complexity of the challenges have continued to grow, so has our resolve to make a difference for our customers, our employees and our communities.

McDonald's operates on a scale unlike any other restaurant company. With our Scale for Good initiative, McDonald's made a series of bold pledges last year that defined how we are using our resources and influence to contribute to the greater good.

From offering new, balanced options in our classic Happy Meals, reducing greenhouse gas emissions and recycling more to influencing responsible and sustainable beef production practices, we are taking on complex challenges that demand innovative solutions and collective action. We know we have the responsibility and opportunity to take bold action and embrace this opportunity to drive meaningful progress by collaborating with millions of customers, employees, franchisees and suppliers.

However, we believe our greatest opportunity for impact may be with the commitments we have made to change the lives of employees at McDonald's and other workers around the world. "We're a people business and we never forget it," was a saying of Fred Turner, a leader and a true McDonald's visionary, that is inscribed on the entrance floor of our new headquarters in Chicago. We take pride in living up to this ideal by striving to take care of the McDonald's crew and restaurant managers, who do an outstanding job of taking care of our customers. Archways to Opportunity has provided assistance to over 33,000 restaurant employees to help them earn a high school diploma or go to college. With the Youth Opportunity initiative within Scale for Good, our commitment to helping young people will extend beyond working with restaurant employees. We're supporting organizations in Chicago and around the world that provide job readiness training and apprenticeship programs to reduce barriers to employment for young people.

Board Refreshment. The Board remains committed to ongoing Board refreshment. In January 2019, the Board elected Paul Walsh as a new independent Director. Paul's leadership at consumer-centric companies in the food and beverage industry brings broader industry perspective to our boardroom, as well as additional familiarity with international operations. Additionally, Jeanne Jackson has decided not to stand for re-election at the 2019 Annual Shareholders' Meeting , and we thank her for her service to McDonald's and our shareholders. With Paul's election and Jeanne not standing for re-election , nearly half of our Director nominees have joined the Board within the last five years. We continue to evaluate the most appropriate mix of skills, qualifications and attributes of our Directors for the benefit of our Company and our shareholders.

Ongoing Shareholder Outreach. The Company continues to believe in the importance of shareholder engagement, and maintains a robust, year-round engagement program. Our Board is regularly informed of the feedback received during these discussions. Our shareholders continue to be interested in topics such as the Velocity Growth Plan, business and financial performance, governance practices, our Scale for Good and sustainability initiatives, and executive compensation programs. This feedback continues to provide valuable perspective and inform our Board's decision-making process.

On behalf of my fellow Board members, it is an honor and a privilege for each one of us to serve as stewards of the McDonald's brand. We share ambitious aspirations to build on McDonald's strong foundation so that our Company can bolster its proud history as a leader in the way we serve customers, employees, our communities and you, our shareholders.

Thank you for your investment and continued support of the Company.

Sincerely,

ENRIQUE HERNANDEZ, JR.

Chairman of the Board

2019 Proxy Statement

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Table of Contents

Notice of the Annual Shareholders' Meeting

McDONALD´S CORPORATION

TO McDONALD´S CORPORATION SHAREHOLDERS:

The Company will hold its 2019 Annual Shareholders' Meeting (Annual Meeting or Annual Shareholders' Meeting) on Thursday, May 23, 2019, at 9:00 a.m. Central Time at The Grand Hyatt, Dallas-Fort Worth Airport, Americas Ballroom at 2337 South International Parkway, Dallas, Texas 75261. The registration desk will open at 8:00 a.m. At the meeting, shareholders will be asked to consider and vote upon the following proposals:

Item to be Voted on	Recommendation
PROPOSAL 1	Election of 11 Directors named in the Proxy Statement, each for a one-year term	FOR EACH NOMINEE
expiring in 2020;
PROPOSAL 2	Advisory vote to approve executive compensation;	FOR
PROPOSAL 3	Advisory vote to approve the appointment of Ernst & Young LLP as independent	FOR
auditor for 2019; and
PROPOSAL 4	Vote to approve an amendment to the Company's Certificate of Incorporation to lower	FOR
the authorized range of the number of Directors on the Board to 7 - 15 Directors
PROPOSAL 5	Advisory vote on a shareholder proposal, only if properly presented.	AGAINST

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof, by or at the direction of the Board of Directors.

WHO CAN VOTE: Shareholders at the close of business on March 25, 2019 (the record date). Each share of common stock is entitled to one vote for each Director and one vote for each other proposal.

HOW TO LISTEN TO THE ANNUAL SHAREHOLDERS´ MEETING: You can listen to a live audiocast of the Annual Shareholders' Meeting atwww.investor.mcdonalds.com by clicking on the appropriate link. The audiocast will be available for a limited time after the meeting.

HOW TO ATTEND THE ANNUAL SHAREHOLDERS´ MEETING IN PERSON: If you plan to attend in person, you must pre-register with McDonald's Shareholder Services in advance. Space is very limited. See page 75 for information about how to pre-register to attend in person.

By order of the Board of Directors,

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MEETING TIME AND DATE 9:00 a.m. Central Time on Thursday, May 23, 2019

MEETING PLACE

The Grand Hyatt, Dallas-Fort Worth Airport, Americas Ballroom 2337 South International Parkway, Dallas, Texas 75261

McDonald's Corporation (McDonald's or the Company) will provide the Notice of Internet Availability, electronic delivery of the proxy materials or mailing of the 2019 Proxy Statement, the 2018 Annual Report on Form 10-K and a proxy card to shareholders beginning on or about April 11, 2019.

McDonald's Corporation

Board Voting

JEROME N. KRULEWITCH

Corporate Secretary, McDonald's Corporation

110 North Carpenter Street, Chicago, Illinois 60607 April 11, 2019

IMPORTANT VOTING INFORMATION:

It is important that you vote your shares. Please carefully review the proxy materials and follow the instructions below to cast your vote as soon as possible in advance of the meeting.

REGISTERED SHAREHOLDERS

If you hold shares through the Company's transfer agent, Computershare, please use one of these options to vote:

INTERNETwww.proxyvote.com

TABLET OR SMARTPHONE Scan this QR code to vote with your mobile device

TELEPHONE [phone] Dial toll-free 24/7

MAIL

If you received a proxy card by mail, mark, date, sign and return it in the postage-paid envelope furnished for that purpose.

BENEFICIAL OWNERS

If you hold shares through your bank or brokerage account, please use one of these options to vote:

INTERNETwww.proxyvote.com

TABLET OR SMARTPHONE Scan this QR code to vote with your mobile device

TELEPHONE [phone] Dial toll-free 24/7

MAIL

If you received a voting instruction form by mail, mark, date, sign and return it in the postage-paid envelope furnished for that purpose.

YOUR VOTE IS IMPORTANT.

Please consider the issues presented in this Proxy Statement and vote your shares as promptly as possible.