mcd3477431-defa14a.htm - Generated by SEC Publisher for SEC Filing

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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☐ Definitive Proxy Statement
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☐ Soliciting Material Under Rule 14a-12

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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Notice of Annual Meeting
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
McDonald's Annual Shareholders' Meeting to be Held on May 23, 2019

McDONALD'S CORPORATION




C/O McDONALD'S CORPORATION
POST OFFICE BOX 9112
FARMINGDALE, NY 11735-9544
Annual Shareholders' Meeting Information
Date: May 23, 2019
Time: 9:00 a.m. Central Time
Location:           The Grand Hyatt, Dallas-Fort Worth
  Airport, Americas Ballroom
2337 South International Parkway
Dallas, Texas 75261
Listen to the live audiocast on www.investor.mcdonalds.com.
You must pre-register to attend the meeting in person; information is available in the Proxy Statement.
You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that contain important information and are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR code with your smartphone on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

























Before You Vote
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE at www.proxyvote.com:
NOTICE AND PROXY STATEMENT           2018 ANNUAL REPORT ON FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) and visit www.proxyvote.com, or scan the QR code below with your smartphone.
How to Request and Receive a PAPER or EMAIL Copy at No Charge:
For timely delivery, use one of the following methods by May 9, 2019 to request a paper copy of the proxy materials. Future delivery requests can also be submitted via one of these methods.
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE:            1-800-579-1639
3) BY EMAIL: Send a blank email with the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX  (located on the following page) in the subject line to sendmaterial@proxyvote.com.
You will only receive a paper or email copy of the proxy materials if you request one. To request and receive an electronic copy of the proxy materials by email, log onto www.proxyvote.com and follow the online instructions.

How To Vote
Please Choose One of the Following Voting Methods

Vote In Person: Ballots will be available to shareholders attending the meeting in person. You must pre-register with McDonald’s Shareholder Services to attend the meeting in person. Please review the Pre-registration and Admission Policy regarding meeting attendance in the Proxy Statement, which is available at www.proxyvote.com. Directions to the meeting are available at www.investor.mcdonalds.com.
Vote By Internet: Go to www.proxyvote.com or, from a smartphone, scan the QR code above. Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions to vote these shares by submitting a proxy via the Internet.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Vote By Telephone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card that will provide instructions to vote these shares by proxy via telephone.





























Voting Items

The Board of Directors recommends a vote FOR each of
the following nominees.

1.      

Election of Directors (each for a one-year term expiring in 2020):

1a.

Lloyd Dean

1b.

Stephen Easterbrook

1c.

Robert Eckert

1d.

Margaret Georgiadis

1e.

Enrique Hernandez, Jr.

1f.

Richard Lenny

1g.

John Mulligan

1h.

Sheila Penrose

1i.

John Rogers, Jr.

1j.

Paul Walsh

1k.

Miles White

This is not a ballot or a proxy. You cannot use this notice to vote these shares.

The Board of Directors recommends a vote FOR management proposals 2 through 4.

2.      

Advisory vote to approve executive compensation.

3.

Advisory vote to approve the appointment of Ernst & Young LLP as independent auditor for 2019.

4.

Vote to approve an amendment to the Company's Certificate of Incorporation to lower the authorized range of the number of Directors on the Board to 7 to 15 Directors.

The Board of Directors recommends a vote AGAINST proposal 5.

5.

Advisory vote on a shareholder proposal requesting the ability for shareholders to act by written consent, if properly presented.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.