S-8 POS

As filed with the Securities and Exchange Commission on February 23, 2015
	Registration No. 33-09267

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3

TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

McDonald’s Corporation

(Exact name of registrant as specified in its charter)

Delaware	36-2361282
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One McDonald’s Plaza, Oak Brook, Illinois	60523-1900
(Address of Principal Executive Offices)	(Zip Code)

McDONALD’S CORPORATION

1975 STOCK OWNERSHIP OPTION PLAN

McDONALD’S HAMBURGERS LIMITED

EMPLOYEE SHARE OPTION SCHEME

McDONALD’S RESTAURANTS OF CANADA LIMITED

EMPLOYEE STOCK OPTION PLAN

(Full title of the plan)

Gloria Santona

Corporate Executive Vice President,

General Counsel and Secretary

McDonald’s Corporation

One McDonald’s Plaza

Oak Brook, Illinois 60523-1900

(Name and address of agent for service)

(630) 623-3000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 3 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 33-09267) filed by McDonald’s Corporation (the “Registrant”) with the U.S. Securities and Exchange Commission on October 23, 1986 (the “Registration Statement”) to register 4,500,000 shares of the Registrant’s Common Stock for issuance under the McDonald’s Corporation 1975 Stock Ownership Option Plan (the “Plan”).

On February 1, 1988, the Registrant filed Post-Effective Amendment No. 1 to the Registration Statement indicating that Common Stock registered under the Plan could be used for the McDonald’s Hamburgers Limited Employee Share Option Scheme.

On February 13, 1989, the Registrant filed Post-Effective Amendment No. 2 to the Registration Statement indicating that Common Stock registered under the Plan could be used for the McDonald’s Restaurants of Canada Limited Employee Stock Option Plan.

As of the date of this Post-Effective Amendment, no additional shares of Common Stock registered will be issued under the Plan. In accordance with the Registrant’s undertaking in Part II, Item 21(a)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all securities registered but remaining unsold, if any, under the Registration Statement and to terminate the effectiveness of the Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.	Exhibits.
24	Power of Attorney

SIGNATURES

The Registrant.Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Oak Brook, State of Illinois, on this 23rd day of February, 2015.

McDONALD’S CORPORATION
By:	/s/ Denise A. Horne
	Denise A. Horne
	Corporate Vice President - Associate General Counsel and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature Title	Date
*	February 23, 2015
Susan E. Arnold
Director
*	February 23, 2015
Peter J. Bensen
Corporate Senior Executive Vice President and Chief Financial Officer
*	February 23, 2015
Robert A. Eckert
Director
Margaret H. Georgiadis
Director
*	February 23, 2015
Enrique Hernandez, Jr.
Director
*	February 23, 2015
Jeanne P. Jackson
Director
*	February 23, 2015
Richard H. Lenny
Director
*	February 23, 2015
Walter E. Massey
Director
*	February 23, 2015
Andrew J. McKenna
Chairman of the Board and Director
*	February 23, 2015
Cary D. McMillan
Director

*	February 23, 2015
Kevin M. Ozan
Corporate Senior Vice President - Controller
*	February 23, 2015
Sheila A. Penrose
Director
*	February 23, 2015
John W. Rogers, Jr.
Director
*	February 23, 2015
Roger W. Stone
Director
/s/ Donald Thompson	February 13, 2015
Donald Thompson
President, Chief Executive Officer and Director
*	February 23, 2015
Miles D. White
Director

* Denise A. Horne, the undersigned attorney-in-fact, by signing her name hereto, does hereby sign and execute this Post-Effective Amendment No. 3 on behalf of the above indicated directors and officers of the Registrant pursuant to a power of attorney filed with the U.S. Securities and Exchange Commission.

By:	/s/ Denise A. Horne
	Denise A. Horne
	Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.	Description
24	Power of Attorney

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of McDonald’s Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints Peter J. Bensen, Denise A. Horne, Kevin M. Ozan and Gloria Santona, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities:

1. To execute any and all amendments to the Registration Statements listed on Attachment A, to be filed with the U.S. Securities and Exchange Commission by the Company under the Securities Act of 1933, as amended, with all exhibits thereto, and other documents in connection therewith; and

2. To execute any and all amendments to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, to be filed with the U.S. Securities and Exchange Commission by the Company under the Securities Exchange Act of 1934, as amended, with all exhibits thereto, and other documents in connection therewith,

granting unto said attorneys-in-fact and agents, and each one of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney on and as of the 17th day of February, 2010.

/s/ Susan E. Arnold	/s/ Cary D. McMillan
Susan E. Arnold	Cary D. McMillan
Director	Director
/s/ Peter J. Bensen	/s/ Kevin M. Ozan
Peter J. Bensen	Kevin M. Ozan
Corporate Executive Vice President and Chief Financial Officer	Corporate Senior Vice President - Controller
/s/ Robert A. Eckert	/s/ Sheila A. Penrose
Robert A. Eckert	Sheila A. Penrose
Director	Director
/s/ Enrique Hernandez, Jr.	/s/ John W. Rogers, Jr.
Enrique Hernandez, Jr.	John W. Rogers, Jr.
Director	Director
/s/ Jeanne P. Jackson	/s/ James A. Skinner
Jeanne P. Jackson	James A. Skinner
Director	Vice Chairman, Chief Executive Officer and Director
/s/ Richard H. Lenny	/s/ Roger W. Stone
Richard H. Lenny	Roger W. Stone
Director	Director
/s/ Walter E. Massey	/s/ Miles D. White
Walter E. Massey	Miles D. White
Director	Director
/s/ Andrew J. McKenna
Andrew J. McKenna
Chairman of the Board and Director

Attachment A

33-00001

33-09267

33-24958

33-49817

33-50701

33-58840

33-64873

333-03409

333-25899

333-36776

333-36778

333-59145

333-60170

333-65033

333-71656

333-115770

333-120453

333-121092

333-139415

333-149952

333-149990