McDonald's Board of Directors Urges Shareholders to Vote FOR
ALL of its Director Nominees on the WHITE Proxy Card TODAY
CHICAGO, May 16, 2022
/PRNewswire/ -- McDonald's Corporation (NYSE: MCD) today announced
that leading proxy advisory firm Institutional Shareholder Services
("ISS") has recommended that McDonald's shareholders vote on the
WHITE proxy card FOR ALL of McDonald's director nominees in
connection with the Company's 2022 Annual Shareholders' Meeting,
scheduled to be held on May 26, 2022,
at 9:00 a.m. CT. Accordingly, the
McDonald's Board of Directors urges shareholders to vote FOR ALL of
McDonald's director nominees on the WHITE proxy card and to
disregard any materials, including any gold proxy card, that may be
sent by the Icahn Group.
In its report sent to clients on May 16,
2022, ISS stated:
- "On balance, the dissident campaign has not made a
sufficient case, on an issue-specific or broader view of ESG, that
the immediate replacement of incumbent directors is necessary at
this time."
- "… the prevailing scientific evidence [regarding sow
welfare], along with the realities of commercial-scale agriculture,
seem to suggest that there is a reasonable basis for the view
espoused by [McDonald's] board."
- "…we are hesitant to support a proxy contest predicated
on ESG issues in instances where the dissident is economically
divorced from the potential impact of its proposals on the
company's financial performance."
- "In assessing this campaign, shareholders may want to
consider that the board, which has overseen strong performance
since the pandemic, is also dealing with developments in
Ukraine, which have had a material
impact on the company (MCD announced it would temporarily close its
more than 800 restaurants in Russia in March)."
McDonald's appreciates ISS' support of the election of all of
McDonald's directors. As evidenced by this recommendation and the
Company's performance, McDonald's directors possess the experience,
expertise, and qualifications that will continue to enable the
effective execution of our strategy and drive long-term value for
stakeholders and support for the communities we serve.
The Board reminds shareholders that every vote is
important.
Shareholders with questions or who need assistance voting their
shares may call the Company's proxy solicitors: Innisfree
M&A Incorporated at (877) 456-3463 (toll-free from the U.S. or
Canada) or (412) 232-3651 (from
other countries); or Kingsdale Advisors at (855) 683-3113
(toll-free in North America) or
(416) 867-2272 (outside of North
America).
Additional materials regarding McDonald's 2022 Annual
Shareholders' Meeting can be found at VoteForMcD.com.
Centerview Partners and PJT Partners are acting as McDonald's
financial advisors. Paul, Weiss, Rifkind, Wharton & Garrison
LLP and Davis Polk & Wardwell
LLP are serving as legal counsel.
About McDonald's
McDonald's is the world's leading
global foodservice retailer with more than 39,000 locations in over
100 countries. Approximately 95% of McDonald's restaurants
worldwide are owned and operated by independent local business
owners.
Forward-Looking Statements
This release and other
written or oral statements made from time to time by McDonald's
Corporation ("McDonald's") contain forward-looking statements about
future events and circumstances. Generally speaking, any statement
not based upon historical fact is a forward-looking statement. In
particular, statements regarding McDonald's plans, strategies,
prospects and expectations regarding its business and industry are
forward-looking statements. They reflect McDonald's expectations,
are not guarantees of performance and speak only as of the date
hereof. Except as required by law, McDonald's does not undertake to
update such forward-looking statements. You should not rely unduly
on forward-looking statements. McDonald's business results are
subject to a variety of risks, including those that are described
in its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022 and subsequent filings
with the Securities and Exchange Commission (the "SEC").
IMPORTANT ADDITIONAL INFORMATION REGARDING PROXY
SOLICITATION
McDonald's has filed a definitive proxy statement and WHITE
proxy card with the SEC in connection with its solicitation of
proxies for its 2022 Annual Meeting. MCDONALD'S SHAREHOLDERS ARE
ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY
AMENDMENTS AND SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY
CARD AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. McDonald's shareholders
may obtain a copy of the definitive proxy statement (and any
amendments and supplements thereto), the accompanying WHITE proxy
card and other relevant documents filed by McDonald's with the SEC
without charge from the SEC's website at www.sec.gov. McDonald's
shareholders may also obtain a copy of these documents without
charge by sending a request to shareholder.services@us.mcd.com or
visiting the investor section of the McDonald's website at
www.investor.mcdonalds.com.
CERTAIN INFORMATION REGARDING PARTICIPANTS
McDonald's, its directors and certain of its executive officers
are participants in the solicitation of proxies from McDonald's
shareholders in connection with the matters to be considered at the
2022 Annual Meeting. Information regarding the ownership of
McDonald's directors and executive officers in McDonald's common
stock is included in the definitive proxy statement for its 2022
Annual Meeting, filed with the SEC on April
8, 2022, which can be found through the SEC's website at
www.sec.gov. Changes to such ownership have been or will be
reflected on Statements of Changes in Beneficial Ownership on Form
4 filed with the SEC. Details concerning the nominees of the
McDonald's Board of Directors for election at the 2022 Annual
Meeting are also included in such definitive proxy statement.
Contacts
McDonald's Corporation Global
Communications
Jesse Lewin
Jesse.Lewin@us.mcd.com
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SOURCE McDonald's Corporation