8-K 1 form8kmainbody.htm FORM 8-K Document


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 23, 2019
 
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 
o
 
 
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 23, 2019, the Board of Directors (the “Board”) of McDonald’s Corporation (the “Company”) amended and restated the By-Laws of the Company (the “Amended and Restated By-Laws”), effective immediately, to eliminate a specific range of the number of Directors on the Board and, instead, defer to the range in the Company’s Certificate of Incorporation (the “Certificate”). The amendment to the Amended and Restated By-Laws was required due to the amendment to the Company’s Certificate to lower the authorized range of the number of Directors on the Board to 7 - 15 Directors.

The description of the amendment to the Amended and Restated By-Laws is qualified in its entirety by reference to the text of the Amended and Restated By-Laws, which is attached hereto as Exhibit 3 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter voted upon at the Company's Annual Shareholders’ Meeting held on May 23, 2019, as well as the number of votes cast with respect to each matter.

Each of the eleven Directors proposed by the Company were re-elected by the following votes to serve until the Company's 2020 Annual Shareholders' Meeting or until his or her respective successor has been elected and qualified. The voting results were as follows:
Director Name
  
 
Votes For

  
Votes Against

  
Abstentions

  
Broker  Non-Votes

Lloyd Dean
 
525,969,895

 
2,785,733

 
987,523

 
125,715,020

Stephen Easterbrook
 
521,726,095

 
7,155,661

 
861,395

 
125,715,020

Robert Eckert
 
513,481,160

 
15,288,760

 
973,231

 
125,715,020

Margaret Georgiadis
 
527,265,385

 
1,686,209

 
791,557

 
125,715,020

Enrique Hernandez, Jr.
 
514,470,800

 
14,328,284

 
944,067

 
125,715,020

Richard Lenny
 
516,497,739

 
12,260,311

 
985,101

 
125,715,020

John Mulligan
 
526,111,166

 
2,618,623

 
1,013,362

 
125,715,020

Sheila Penrose
 
517,168,127

 
11,786,171

 
788,853

 
125,715,020

John Rogers, Jr.
 
504,454,044

 
24,337,681

 
951,426

 
125,715,020

Paul Walsh
 
434,146,474

 
94,577,991

 
1,018,686

 
125,715,020

Miles White
 
333,284,139

 
194,643,267

 
1,815,745

 
125,715,020



The proposal regarding an advisory vote to approve the compensation awarded to the Company's named executive officers for 2018 was approved by shareholders. The votes on this matter were as follows: 499,719,697 votes for; 27,184,070 votes against; 2,839,384 abstentions; and 125,715,020 broker non-votes.

The proposal regarding an advisory vote to approve the appointment of Ernst & Young LLP to serve as independent auditor for 2019 was approved by shareholders. The votes on this matter were as follows: 630,022,276 votes for; 24,022,942 votes against; and 1,412,953 abstentions. There were no broker non-votes on this matter.

The proposal to approve an amendment to the Company's Certificate to lower the authorized range of the number of Directors on the Board to 7 – 15 Directors was approved by shareholders. The votes on this matter were as follows: 524,203,702 votes for; 4,048,344 votes against; 1,491,105 abstentions; and 125,715,020 broker non-votes.

The proposal regarding an advisory vote on a shareholder proposal requesting the ability for shareholders to act by written consent was not approved by shareholders. The votes on this matter were as follows: 223,607,468 votes for; 302,119,182 votes against; 4,016,501 abstentions; and 125,715,020 broker non-votes.

Item 7.01.  Regulation FD Disclosure.

On May 23, 2019, the Company issued an Investor Release announcing that on the same day the Board declared a quarterly cash dividend. A copy of the Investor Release is attached as Exhibit 99 to this Form 8-K.




Item 9.01.  Financial Statements and Exhibits.
 
(d)
Exhibits.
3

99




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 30, 2019
 
By:
/s/ Denise A. Horne
 
 
 
 
 
Denise A. Horne
 
 
 
 
 
Corporate Vice President, Associate General Counsel
and Assistant Secretary