McDonald's Adopts Proxy Access

OAK BROOK, IL--(Marketwired - Oct 26, 2015) - McDonald's Corporation (NYSE: MCD) today announced that its Board of Directors has amended the Company's bylaws to provide shareholders with new rights of proxy access for director nominations. The changes, being made with the input and support of the Company's shareholders, enable eligible McDonald's shareholders to have their own director nominees included in the Company's proxy materials, along with candidates nominated by McDonald's Board of Directors. McDonald's had indicated earlier this year that it would further analyze proxy access, seek market and investor perspectives, and continue to engage with shareholders to listen to their views on the topic.

The amended bylaws provide the following:

• The shareholder or a group of up to 20 shareholders may have their director nominees included in the Company's proxy statement.
• The shareholder or group must have held at least 3 percent of the company's stock for three years and meet other requirements specified in the bylaws.
• Proxy access nominees may total the greater of two directors or 20 percent of the Board.

The Company will file with the Securities and Exchange Commission a copy of its amended bylaws on Form 8-K.

"McDonald's regularly engages with shareholders, values their input, and is committed to being responsive to their feedback," said Andrew McKenna, McDonald's Chairman of the Board. "At this year's 2015 Annual Meeting, more than a majority of the shares voted were in favor of a shareholder proposal requesting proxy access. After engaging with shareholders and further evaluating the proposal, the Board has decided to move forward to implement proxy access. We thank our shareholders for engaging with us directly on this important governance issue and look forward to continued dialogue with them in the future."

McDonald's Board of Directors is composed of 14 directors, 13 of whom are independent, and four of whom (including three new independent directors) joined the Board in 2015. The proxy access amendments are effective immediately.

About McDonald's
McDonald's is the world's leading global foodservice retailer with over 36,000 locations serving nearly 69 million customers in over 100 countries each day. More than 80% of McDonald's restaurants worldwide are owned and operated by independent local business men and women.