MCDONALDS CORP
For the period ended May 20, 2026. Filed Apr 7, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 7, 2026
Contents
Appendix A
Adjustments to Reported Results
For purposes of the 2025 incentive programs, operating income and EPS results have been adjusted to exclude foreign currency translation (either positive or negative) and restructuring costs incurred in connection with the continued organizational transformational efforts in support of the Accelerating the Arches growth strategy.
Adjustments to Operating Income
| Operating Income | $12,393 |
|---|---|
| Currency Benefit | (198) |
| Strategic Adjustments: | |
| Costs associated with continued transformation in support of our Accelerating the Arches strategic plan | 225 |
| Operating Income (with adjustments) | $12,419 |
Adjustments to EPS
| EPS | $11.95 |
|---|---|
| Currency Benefit | $(0.16) |
| Strategic Adjustments: | |
| Costs associated with continued transformation in support of our Accelerating the Arches strategic plan | $0.25 |
| EPS (with adjustments)* | $12.04 |
| 3-Year Compound Annualized EPS Growth | 6.0% |
| *Adjusted EPS used to calculate the 3-year EPS CAGR for the performance period 2023-2025. | |
There were no adjustments made to ROIC.
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M® C/O McDONALD'S CORPORATION POST OFFICE BOX 9112 FARMINGDALE, NY 11735-9544 SCAN TO VIEW MATERIALS & VOTE McDONALD'S CORPORATION ANNUAL SHAREHOLDERS' MEETING FOR HOLDERS AS OF 3/23/26 TO BE HELD ON 5/20/26 AT 10:00 A.M. CENTRAL TIME Your vote is important. Thank you for voting. Read the Proxy Statement and have the proxy card in hand. Please note that the telephone and pre-meeting Internet voting turns off at 10:59 p.m. Central Time on May 19, 2026. 401(k) plan participants must vote by 10:59 p.m. Central Time on May 17, 2026. Vote by Internet: Before the meeting - www.proxyvote.com or scan the QR code above with your smartphone. During the virtual meeting (see the Proxy Statement for pre-registration instructions) - https://www.cesonlineservices.com/mcd26_vm Vote by Phone: 1-800-690-6903 Vote by Mail: Complete this proxy card, sign and return it using the enclosed envelope. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: McDONALD'S CORPORATION THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. A Proposals This proxy is solicited on behalf of the Board of Directors (the Board) of McDonald’s Corporation (the Company). The shares represented by this proxy will be voted as directed by the shareholder (see reverse side). If this signed card contains no specific voting instructions, the shares will be voted with the Board’s recommendations, except for 401(k) Plan participants. The Board recommends a vote FOR each of its Director nominees identified on this proxy card. 1. Election of 12 Directors to serve until the Company's 2027 Annual Shareholders’ Meeting and until their successors have been elected and qualified. 1a. Anthony Capuano 1b. Kareem Daniel 1c. Lloyd Dean 1d. Catherine Engelbert 1e. James Farley, Jr 1f. Margaret Georgiadis 1g. Michael Hsu 1h. Christopher Kempczinski 1i. Jennifer Taubert 1j. Paul Walsh 1k. Amy Weaver 1l. Miles White For Against Abstain The Board recommends a vote FOR management proposals 2 and 3. 2. Advisory Vote to Approve Executive Compensation. 3. Advisory Vote to Ratify the Appointment of Ernst & Young LLP as Independent Auditor for 2026. The Board recommends a vote AGAINST shareholder proposals 4 and 5. 4. Advisory Vote to Adopt Policy for an Independent Chair. 5. Advisory Vote on Shareholders' Right to Act by Written Consent. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain For Against Abstain B Authorized Signatures — This section MUST be completed for your vote to be counted. — Sign and Date Below I (we) hereby revoke any proxy previously given, and appoint Christopher Kempczinski, Ian Borden and Desiree Ralls-Morrison, and each of them, as proxies with full power of substitution to vote in the manner provided above, all shares the undersigned is entitled to vote at the Company's 2026 Annual Shareholders’ Meeting, or any postponement or adjournment thereof, and further authorize each such proxy to vote in his or her discretion on any other matter that may properly come before the meeting or any adjournment or postponement thereof, including, without limitation, to vote for the election of such substitute nominee(s) for Director as such proxies may select in the event that any nominee(s) named above become(s) unable to serve. (401(k) Plan participants are appointing the Plan Trustee – see reverse side.) Please sign as your name(s) appear(s) above and return the card promptly. If signing for a corporation or partnership, or as agent, attorney or fiduciary, indicate the capacity in which you are signing. If you attend the meeting and decide to vote online through the virtual meeting website, such vote will supersede this proxy. Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date
McDonald’s Corporation Annual Shareholders’ Meeting Information Wednesday, May 20, 2026 10:00 a.m. Central Time Virtual meeting at https://www.cesonlineservices.com/mcd26_vm To be admitted to the meeting as a shareholder, you must pre-register by visiting the website set forth above and using the control number on this proxy card. You must pre-register by 9:00 a.m. Central Time on Tuesday, May 19, 2026. More information on pre-registration can be found in the Proxy Statement. Important Notice Regarding the Availability of Proxy Materials for McDonald’s Corporation's Annual Shareholders’ Meeting to be Held on May 20, 2026: The Notice and Proxy Statement and the 2025 Annual Report to Shareholders are available at www.proxyvote.com. M® Proxy — McDONALD'S CORPORATION Voting Instructions for McDonald’s Corporation 401(k) Plan Participants 401(k) plan participants must vote by 10:59 p.m. Central Time on May 17, 2026. By casting your vote on the reverse side of this proxy card, you are directing the Trustee of the McDonald's Corporation 401(k) Plan (the Plan) to vote the shares of common stock of McDonald's Corporation that are allocated to your Plan account(s), as well as any shares that have not been voted by other Plan participants and/or have not yet been allocated to Plan participants' accounts. If you do not specify voting instructions, the Trustee will vote these shares in accordance with the terms of the Plan. If you do NOT want to vote all shares in the same way, please contact Broadridge, the independent inspector of election, via email at mcdonalds@broadridge.com, or indicate that you want to vote the Plan shares and registered shares separately. Your directions to vote Plan shares will be kept confidential by Broadridge.
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