filings.toolsMcDonald's 8-K 2026-05-20
Filed 2026-05-22. 1 sections, 9K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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 20, 2026
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 2026 Annual Shareholders’ Meeting (the “Annual Meeting”) on May 20, 2026. 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 12 nominees to the Company’s Board of Directors, each to hold office until the Company’s 2027 Annual Shareholders’ Meeting and until his or her successor has been elected and qualified.
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Anthony Capuano | 501,940,842 | 2,102,336 | 987,943 | 91,259,572 | ||||||||||||||||||||||
| Kareem Daniel | 497,509,550 | 6,344,021 | 1,177,550 | 91,259,572 | ||||||||||||||||||||||
| Lloyd Dean | 484,374,480 | 19,370,848 | 1,285,793 | 91,259,572 | ||||||||||||||||||||||
| Catherine Engelbert | 495,915,159 | 8,230,906 | 885,056 | 91,259,572 | ||||||||||||||||||||||
| James Farley, Jr. | 498,708,169 | 5,384,413 | 938,539 | 91,259,572 | ||||||||||||||||||||||
| Margaret Georgiadis | 488,380,513 | 15,542,749 | 1,107,859 | 91,259,572 | ||||||||||||||||||||||
| Michael Hsu | 481,015,122 | 23,014,723 | 1,001,276 | 91,259,572 | ||||||||||||||||||||||
| Christopher Kempczinski | 465,293,316 | 38,754,428 | 983,377 | 91,259,572 | ||||||||||||||||||||||
| Jennifer Taubert | 502,152,987 | 1,997,241 | 880,893 | 91,259,572 | ||||||||||||||||||||||
| Paul Walsh | 491,761,801 | 12,189,461 | 1,079,859 | 91,259,572 | ||||||||||||||||||||||
| Amy Weaver | 493,026,833 | 10,633,738 | 1,370,550 | 91,259,572 | ||||||||||||||||||||||
| Miles White | 480,186,802 | 23,794,164 | 1,050,155 | 91,259,572 |
Proposal 2: An advisory proposal to approve executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 478,236,845 | 24,626,761 | 2,167,515 | 91,259,572 |
Proposal 3: An advisory proposal to ratify the appointment of Ernst & Young LLP as independent auditor for 2026.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 564,418,960 | 30,747,919 | 1,123,814 | 0 |
Proposal 4: An advisory shareholder proposal to adopt a policy for an Independent Chair.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 109,660,842 | 390,230,525 | 5,139,754 | 91,259,572 |
Proposal 5: An advisory shareholder proposal regarding shareholders' right to act by written consent.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 210,184,684 | 291,750,232 | 3,096,205 | 91,259,572 |
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: | May 22, 2026 | By: | /s/ Jeffrey J. Pochowicz | |||||||||||||||||
| Jeffrey J. Pochowicz Vice President – Associate General Counsel and Corporate Secretary |