MCDONALDS CORP
For the period ended May 20, 2025. Filed Apr 7, 2025.
View on SEC.govAbout this filing
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, 2025 · Filed Apr 7, 2025
Contents
New Director Candidate Selection Process
We maintain robust Director Selection Process guidelines for the consideration of potential Director candidates. Our Governance Committee is responsible for establishing criteria, screening, and interviewing candidates and evaluating the qualifications of persons who may be considered for service as a Director, including candidates recommended by
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| 2025 Proxy Statement | 33 |
shareholders. Our Governance Committee also retains independent third-party search firms, consultants, and other advisors, as appropriate, to help identify, screen, and evaluate potential Director candidates and to enhance our Board’s preparedness in the event of an unplanned Director departure.
Our Director Selection Process guidelines affirm our commitment to inclusiveness by setting forth our policy of considering diversity in its broadest sense during the Director identification and nomination process. Specific weights are not assigned to any single criterion, and no particular criterion is necessarily applied to all prospective Director nominees.
Our Governance Committee reviews our Director Selection Process guidelines annually and most recently updated them in 2020 to more closely align with our values and the strategic drivers associated with ourAccelerating the Arches growth strategy*.* These updates identified important areas of focus for our Company and stakeholders, such as cybersecurity, digital business models, sustainability, human capital management and our commitment to inclusion. The following graphic more fully describes our Director candidate selection process:
| | Ongoing Succession Planning & Candidate IdentificationOur Governance Committee continuously considers the current and long-term needs of our evolving business and seeks potential Director candidates consistent with our Director Selection Process guidelines in light of then-existing Board composition. It conducts a search process to identify qualified Director candidates, which includes the use of an independent third-party search firm to assess the alignment of potential candidates’ skills, experiences and backgrounds with our business strategy and values. Among other attributes, it considers the qualifications and skills described under “Director Qualifications” on page 18 and “Board Demographics” on page 33. | |
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| | Meeting with Candidates Potential Director candidates are interviewed by our Chairman, Lead Independent Director, and members of the Governance Committee. Candidates undergo a rigorous screening process and are assessed on their ability to meaningfully contribute to our Board’s oversight of an array of issues in light of the diverse demands of our global business. | |
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| | Decision and NominationOur Governance Committee recommends, and our full Board nominates, the Director candidates best qualified to serve the interests of our Company and shareholders. | |
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| | ElectionShareholders consider the Director nominees and elect Directors at our Annual Shareholders’ Meeting to serve one-year terms. Our Board may also elect Directors on the recommendation of our Governance Committee throughout the year when determined to be in the best interests of our Company and shareholders. In that case, such Directors would stand for re-election by shareholders at the next Annual Shareholders’ Meeting. |
Shareholders may recommend Director candidates for consideration by our Governance Committee by sending such recommendation via email tocorporatesecretary@us.mcd.com and providing the candidate’s name, biographical data, qualifications, and written consent to being considered as a Director nominee and to serving as a Director if elected. Shareholders who wish to nominate Director candidates for election by shareholders must follow the nomination provisions set forth in our By-Laws.
Our Director Selection Process guidelines are available on the “Governance Resources” section of our website athttps://corporate.mcdonalds.com/corpmcd/investors/corporate-governance/governance-resources.html.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.