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8-KThe WireRoutine

Shareholder Vote

Filed Jun 1, 2023 · 3y ago · Accession 0000063908-23-000059

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 25, 2023 McDONALD’S CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware   1-5231   36-2361282 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.) 110 North Carpenter Street Chicago , Illinois (Address of Principal Executive Offices) 60607 (Zip Code) ( 630 ) 623-3000 (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) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ 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  ☐ 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 5.07 Submission of Matters to a Vote of Security Holders. McDonald’s Corporation (the “Company”) held its 2023 Annual Shareholders’ Meeting (the “Annual Meeting”) on May 25, 2023. Set forth below are the final, certified voting results for each proposal presented at the Annual Meeting, as reported by Broadridge Financial Solutions, Inc., the Company’s independent inspector of election. Proposal 1 : The election of 13 individuals to the Company’s Board of Directors, each to serve until the Company’s 2024 Annual Shareholders’ Meeting and until his or her successor has been elected and qualified. Name For Against Abstain Broker Non-Votes Anthony Capuano 501,470,575 2,873,242 1,918,745 99,035,889 Kareem Daniel 500,947,809 3,367,780 1,946,973 99,035,889 Lloyd Dean 486,914,221 17,417,995 1,930,346 99,035,889 Catherine Engelbert 497,639,058 6,772,591 1,850,913 99,035,889 Margaret Georgiadis 500,587,837 3,808,585 1,866,140 99,035,889 Enrique Hernandez, Jr. 439,659,359 64,669,859 1,933,344 99,035,889 Christopher Kempczinski 500,768,474 3,647,768 1,846,320 99,035,889 Richard Lenny 459,186,745 45,127,593 1,948,224 99,035,889 John Mulligan 499,462,592 4,879,818 1,920,152 99,035,889 Jennifer Taubert 501,406,639 3,019,077 1,836,846 99,035,889 Paul Walsh 498,214,007 6,119,226 1,929,329 99,035,889 Amy Weaver 501,322,206 3,083,304 1,857,052 99,035,889 Miles White 485,727,571 18,571,858 1,963,133 99,035,889 Proposal 2 : An advisory proposal to approve executive compensation for 2022. For Against Abstain Broker Non-Votes 466,380,080 37,311,741 2,570,741 99,035,889 Proposal 3 : An advisory proposal on the frequency of future advisory votes on executive compensation. Based on these results and the recommendation of the Company’s Board of Directors, the Company will hold annual advisory votes on executive compensation. . 1 Year 2 Years 3 Years Abstain Broker Non-Votes 497,105,208 1,589,533 6,158,202 1,409,619 99,035,889 Proposal 4 : An advisory proposal to ratify the appointment of Ernst & Young LLP as independent auditor for 2023. For Against Abstain Broker Non-Votes 575,767,461 28,274,983 1,256,007 0 Proposal 5 : An advisory shareholder proposal requesting the adoption of an antibiotics policy (1 of 2). For Against Abstain Broker Non-Votes 82,630,167 415,215,641 8,416,754 99,035,889 Proposal 6 : An advisory shareholder proposal requesting the adoption of an antibiotics policy (2 of 2). For Against Abstain Broker Non-Votes 92,933,247 404,922,989 8,406,326 99,035,889 Proposal 7 : An advisory shareholder proposal requesting an annual report on “Communist China.” For Against Abstain Broker Non-Votes 15,015,395 481,599,759 9,647,408 99,035,889 Proposal 8 : An advisory shareholder proposal requesting a civil rights and returns to merit audit. For Against Abstain Broker Non-Votes 12,170,232 486,963,678 7,128,652 99,035,889 Proposal 9 : An advisory shareholder proposal requesting an annual report on lobbying activities. For Against Abstain Broker Non-Votes 251,855,914 248,777,544 5,629,104 99,035,889 Proposal 10 : An advisory shareholder proposal requesting an annual report on global political influence. For Against Abstain Broker Non-Votes 91,690,484 407,409,651 7,162,427 99,035,889 Proposal 11 : An advisory shareholder proposal requesting poultry welfare disclosure. For Against Abstain Broker Non-Votes 192,835,432 306,717,766 6,709,364 99,035,889 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: June 1, 2023 By: /s/ Jeffrey J. Pochowicz   Jeffrey J. Pochowicz Corporate Vice President, Associate General Counsel and Assistant Secretary
Filing details
Ticker
MCD
CIK
63908
Form type
8-K
Filing date
Jun 1, 2023
Report date
May 25, 2023
Document
mcd-20230525.htm
Size
350 KB