McDonald's Corp. · 8-K exhibit

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT PURSUANT TO

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 12, 2025

McDONALD’S CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

110 North Carpenter Street

Chicago, Illinois

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

MCD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

On February 12, 2025, the Compensation Committee of the Board of Directors of McDonald's Corporation (the “Company”) approved the payout structure for the 2025 Target Incentive Plan (“TIP”) awards for executives.

The target 2025 TIP awards for the Company’s named executive officers, as reflected in the Company’s 2024 proxy statement, are as shown in the table below.

Name

Position

Target TIP Award as a Percentage of Base Salary

Christopher Kempczinski

Chairman, President and Chief Executive Officer

Ian Borden

Executive Vice President and Global Chief Financial Officer

Gillian McDonald

President, International Operated Markets

Jonathan Banner

Executive Vice President and Global Chief Impact Officer

Joseph Erlinger

President, McDonald’s USA

2025 TIP payouts will continue to be primarily determined by the Company's 2025 performance on two key financial performance metrics: operating income (40%) and Systemwide sales (30%), which include sales at all restaurants, whether operated by the Company or by franchisees. In addition to the financial metrics, 2025 TIP payouts for the named executive officers listed above will include a metric measuring new restaurant openings (15%) and a strategic scorecard (15%) that will measure leadership’s efforts on strategic initiatives.

Each of these metrics is viewed as a critical driver of the Company’s success.

•Operating income is a key component of the Company’s strategy because it requires the Company to balance increases in revenue with financial discipline to produce strong margins.

•Systemwide sales is important in our franchise model because income generation is closely correlated to sales growth and is a good measure of franchisee health given our large percentage of franchised restaurants.

•New restaurant openings measures a key component of the Company’s Accelerating the Arches growth strategy.

•The strategic scorecard will measure executives’ efforts towards the following Company initiatives: (i) advancing the Company’s values, (ii) driving employee engagement and (iii) executing its franchising strategy.

The financial metrics and new store openings are measured on a consolidated or business segment level basis, as applicable to each individual. For Messrs. Banner, Borden and Kempczinski, the payout will be based on (i) consolidated financial performance (operating income and Systemwide sales); (ii) the number of new restaurant openings for both the McDonald’s USA and International Operated Markets business segments; and (iii) a qualitative evaluation of the Company’s performance related to the initiatives reflected on the strategic scorecard. For Mr. Erlinger, the payout will be based on (i) a combination of McDonald’s USA and consolidated financial performance (operating income and Systemwide sales); (ii) the number of new restaurant openings for McDonald’s USA; and (iii) a qualitative evaluation of the Company’s performance related to the initiatives reflected on the strategic scorecard.

For Ms. McDonald, the payout will be based on (i) a combination of McDonald’s International Operated Markets and consolidated financial performance (operating income and Systemwide sales); (ii) the number of new restaurant openings for McDonald’s International Operated Markets; and (iii) a qualitative evaluation of the Company’s performance related to the initiatives reflected on the strategic scorecard.

The payout factor for the 2025 TIP awards for all of the above individuals can range from zero to a maximum of 200% of the target award.

For compensation purposes, performance results may be adjusted from those reported in our financial statements in order to focus our executives on the fundamentals of the Company’s underlying business performance. For example, results are expressed in constant currencies to neutralize the impact of foreign currency translation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

McDONALD’S CORPORATION

(Registrant)

Date:

By:

/s/ Jeffrey J. Pochowicz

Jeffrey J. Pochowicz

Vice President – Associate General Counsel and Corporate Secretary