McDonald’s (MCD) Proxy Filing summary

Executive summary

• Annual Shareholders' Meeting scheduled for May 20, 2025, will be held virtually, with shareholders voting on director elections, executive compensation, auditor ratification, and three shareholder proposals.

• The company continues to execute its Accelerating the Arches growth strategy, focusing on digital transformation, menu innovation, and operational excellence, despite 2024 performance falling short of expectations.

• Board leadership transitioned to a combined Chairman/CEO structure, with robust succession planning and ongoing board refreshment, including five new directors since 2022.

• ESG initiatives remain central, with progress in climate action, responsible sourcing, inclusion, and community impact.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 11 directors, an advisory say-on-pay vote, ratification of Ernst & Young LLP as auditor, and three shareholder proposals regarding advertising risks, climate transition plans, and DEI in executive compensation.

• The board recommends voting for all management proposals and against all shareholder proposals.

Board of directors and corporate governance

• All director nominees except the CEO are independent; board diversity includes 64% diverse members and 36% women.

• Board committees are fully independent, with regular self-evaluations, succession planning, and a focus on governance best practices.

• Board refreshment strategy led to significant changes in committee leadership and structure, including the dissolution of the Public Policy & Strategy Committee.