0001567619-23-002001.txt : 20230207 0001567619-23-002001.hdr.sgml : 20230207 20230207153322 ACCESSION NUMBER: 0001567619-23-002001 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230201 FILED AS OF DATE: 20230207 DATE AS OF CHANGE: 20230207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flatley Edith Morgan CENTRAL INDEX KEY: 0001962944 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05231 FILM NUMBER: 23594868 MAIL ADDRESS: STREET 1: MCDONALD'S CORPORATION STREET 2: 110 NORTH CARPENTER STREET CITY: CHICAGO STATE: IL ZIP: 60607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MCDONALDS CORP CENTRAL INDEX KEY: 0000063908 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 362361282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 110 NORTH CARPENTER STREET CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 630 623 3000 MAIL ADDRESS: STREET 1: 110 NORTH CARPENTER STREET CITY: CHICAGO STATE: IL ZIP: 60607 3 1 doc1.xml FORM 3 X0206 3 2023-02-01 0 0000063908 MCDONALDS CORP MCD 0001962944 Flatley Edith Morgan MCDONALD'S CORPORATION 110 NORTH CARPENTER STREET CHICAGO IL 60607 0 1 0 0 EVP - Global CMO Options (Right to Buy) 157.79 2028-02-19 Common Stock 14076 D Restricted Stock Units 2023-02-18 2023-02-18 Common Stock 1490.29 D Restricted Stock Units 2023-02-14 2023-02-14 Common Stock 2019.45 D Restricted Stock Units 2023-02-18 2023-02-18 Common Stock 1394.73 D Restricted Stock Units 2024-02-14 2024-02-14 Common Stock 2018.43 D Restricted Stock Units 2024-02-16 2024-02-16 Common Stock 1641.58 D Restricted Stock Units 2024-02-16 2024-02-16 Common Stock 1625.90 D Restricted Stock Units 2025-02-14 2025-02-14 Common Stock 3532.51 D Restricted Stock Units 2025-02-14 2025-02-14 Common Stock 1412.80 D Options become exercisable in 25% increments on the first, second, third and fourth anniversary dates of the grant. Each restricted stock unit ("RSU") represents a right to acquire one share of McDonald's Corporation (the "Company") common stock. Subject to performance-based vesting conditions linked to diluted earnings per share ("EPS") growth and return on incremental invested capital ("ROIIC") for the period of January 1, 2020 through December 31, 2022 (the "2020-2022 Performance Period"). If the Company satisfies both the EPS and ROIIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company's total shareholder return ("TSR") relative to the S&P 500 Index over the 2020-2022 Performance Period. Represents the target number of RSUs. The number of RSUs earned will range from 50% to 150% of the target number of RSUs granted based upon the performance results. Subject to performance-based vesting conditions linked to diluted EPS growth and return on invested capital ("ROIC") for the period of January 1, 2021 through December 31, 2023 (the "2021-2023 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company's TSR relative to the S&P 500 Index over the 2021-2023 Performance Period. Subject to performance-based vesting conditions linked to diluted EPS growth and ROIC for the period of January 1, 2022 through December 31, 2024 (the "2022-2024 Performance Period"). If the Company satisfies both the EPS and ROIC thresholds, then the number of RSUs that vest may be increased or decreased based upon the Company's TSR relative to the S&P 500 Index over the 2022-2024 Performance Period. /s/ Christopher Weber, Attorney-in-fact 2023-02-07 EX-24 2 poa_edithmorganflatley.htm POWER OF ATTORNEY Document

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of, Carrie Johnson, Jeffrey J. Pochowicz, Desiree Ralls-Morrison, Natalie Stephenson and Christopher Weber, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1)execute for and on behalf of the undersigned, in the undersigned’s capacity as an Executive Officer of McDonald’s Corporation (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended;

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, 5 and 144 and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, and Rule 144 under the Securities Act of 1933, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of January, 2023.


/s/ Edith Morgan Flatley
 Edith Morgan Flatley