MCDONALDS CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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I am writing to you for the first time as Chairman of McDonald’s Corporation, a position I am deeply honored and humbled to hold. Guided by our values, I am grateful for the opportunity to lead this extraordinary company alongside a dedicated Board of Directors, a talented senior leadership team, and a world-class System made up of the best Franchisees, Suppliers, and Employees.

BUILDING UPON A LEGACY OF INNOVATION AND LEADERSHIP

Our founder, Ray Kroc, opened the first McDonald's in Des Plaines, Illinois, on April 15, 1955, revolutionizing the way people experienced quick-service dining. From those humble beginnings, we have grown into a global icon, serving about 70 million customers daily in over 100 countries. But our 70-year legacy is not just about longevity; it’s about leadership. McDonald’s has continuously set the standard for innovation in our industry, including pioneering the Drive Thru, advancing menu innovation, and embracing digital transformation to enhance the restaurant experience.

While this past year presented various external challenges, McDonald’s proved once again that our foundation is strong, with our innovative spirit, our commitment to our customers, and our ambition to lead the industry with quality, service, value, and convenience at the forefront. Guided by Accelerating the Arches, we made significant progress on strategic initiatives. We gained share across our core menu. We grew our digital footprint. And we added new restaurants at a rate faster than we have in decades. Our financial performance in 2024 reflects our continued strength and relevance as well as the success of our strategic initiatives. This success is built on the strength of our three-legged stool: the essential partnership between McDonald’s, our franchisees, and our suppliers.

Yet, our ultimate advantage lies in our restaurant experience. In a demanding QSR industry, we have an opportunity to capture even more share across our core menu categories. We recently announced an evolution in our corporate structure, introducing our new Restaurant Experience Team. This team will include Operations, Supply Chain, Franchising, Development, Restaurant Design, Delivery and Speedee Labs, alongside three new global Category Management teams for Beef, Chicken and Beverage/Dessert. Bringing these initiatives together under one umbrella will facilitate horizontal ways of working and more integrated strategies across our menu categories, while enabling an end-to-end approach to the restaurant that drives guest count-led growth and improves the McDonald’s experience.

McDonald’s ability to anticipate and respond to change has always been a key strength, ensuring our resilience and positioning us for future success amid macroeconomic uncertainty. As consumer expectations evolve, we will continue to innovate while staying true to what makes us uniquely McDonald’s: great food, exceptional value, and an inclusive environment that welcomes all.

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Chairman’s Letter

LEADERSHIP AT EVERY LEVEL: GOVERNANCE BUILT FOR THE FUTURE

Strong corporate governance is fundamental to delivering long-term value, and our Board of Directors remains steadfast in overseeing strategy, risk management, talent development, and initiatives that drive sustainable impact and reinforce our position as a responsible business leader.

After years of dedicated service, John Mulligan will be retiring from the Board at the upcoming Annual Shareholders’ Meeting. John joined the Board in August 2015, bringing valuable expertise in brand management, consumer-centric business operations, and finance. During his tenure, he served on several Board Committees, including as Chairman of the Audit & Finance Committee and former Public Policy & Strategy Committee. McDonald’s is stronger today thanks to his leadership and commitment to the company.

Today, our Board reflects a broad range of backgrounds and experiences, reinforcing our ability to navigate complexity, seize opportunities, and uphold the highest standards of integrity and accountability. Our Board will continue to evolve to meet the needs of our dynamic business and customers. As part of our ongoing refreshment strategy, we’ve continued to bring in unique perspectives and expertise to ensure we are well-positioned for the future, including the appointment of five new directors since 2022. I have the utmost confidence that we have, and will continue to have, the right leaders at the helm to build upon our legacy.

OUR FUTURE IS GOLDEN

Thanks to the strength of our System, McDonald’s is well positioned to seize the opportunities before us and shape the future of our industry.

To our shareholders, thank you for your continued trust. To our franchisees and suppliers, your partnership is invaluable. And to our employees, your passion and dedication are the heart of our success.

Together, we are writing the next great chapter of McDonald’s history. Here’s to the next 70 years of leadership and impact.

Sincerely,

Chris Kempczinski

Chairman and CEO

To McDonald’s Corporation Shareholders:

We will provide this Notice, the accompanying Proxy Statement, our 2024 Annual Report on Form 10-K and the form of proxy card, or the Notice of Internet Availability of Proxy Materials, beginning on or about April 7, 2025, to shareholders of record as of March 24, 2025.

At our 2025 Annual Shareholders’ Meeting, you will be asked to vote upon the following proposals:

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof, by or at the direction of our Board.

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Notice of 2025 Annual Shareholders’ Meeting

Voting Information:

Registered shareholders (who hold shares through our transfer agent, Computershare) and beneficial owners (who hold shares through a bank or brokerage account) may vote using one of the options noted above.

If you have questions or require assistance with voting, contact our proxy solicitation firm at:

Innisfree M&A Incorporated

How to Attend Our Virtual 2025 Annual Shareholders’ Meeting:

Shareholders must register in advance to ask questions or vote at the meeting by using the control number located on their Notice of Internet Availability of Proxy Materials, proxy card, voting instruction form or other communication. See “Meeting Logistics” on page 97. Only shareholders of record as of March 24, 2025 may attend the virtual meeting.

By order of our Board of Directors,

Jeffrey J. Pochowicz

Vice President, Associate General Counsel and Corporate Secretary

NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON MAY 20, 2025​This notice, the accompanying Proxy Statement and our 2024 Annual Report on Form 10-K are available free of charge at www.proxyvote.com.