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.           )

 

Filed by the Registrant x
Filed by a Party other than the Registrant o
 
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
x Definitive Additional Materials
o Soliciting Material under §240.14a-12

 

McDONALD’S CORPORATION

(Name of Registrant as Specified In Its Charter) 
 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 
Payment of Filing Fee (Check the appropriate box):
 
x No fee required.
   
o

Fee paid previously with preliminary materials. 
   
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

 

 

 

 

 

 

On May 16, 2022, McDonald’s Corporation issued a press release, a copy of which is attached hereto as Exhibit 1.

 

Exhibit 1

 

Leading Proxy Advisor ISS Recommends Shareholders Vote FOR ALL of McDonald’s Director Nominees

 

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 – 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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