Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Departure of Sheila A. Penrose
On August 17, 2022, Sheila A. Penrose notified McDonald's Corporation (the
"Company") of her resignation from the Company's Board of Directors (the
"Board") and all Board Committees, effective September 30, 2022. This
resignation was not because of a disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
Election of New Directors
On August 18, 2022, the Board increased the size of the Company's Board to a
total of 14 Directors, effective October 1, 2022. On the same date, the Board
elected Anthony G. Capuano, Jennifer L. Taubert and Amy E. Weaver as Directors
(the "New Directors"), effective October 1, 2022. The Board has not elected any
of the New Directors to any Board Committee at this time.
The Board determined that each of the New Directors is independent as defined by
the New York Stock Exchange listing standards. The New Directors do not have any
material relationships with the Company and there are no transactions between
the New Directors and the Company that would be required to be reported under
Item 404(a) of Regulation S-K. There is also no arrangement or understanding
between the New Directors and the Company pursuant to which any of the New
Directors were selected as a Director. The New Directors will receive
compensation generally consistent with that received by non-employee Directors,
as described in the Company's most recent Proxy Statement for the 2022 Annual
Meeting of Shareholders, as may be modified by the Board for all non-executive
Directors, from time to time.
A copy of the press release issued by the Company on August 22, 2022, announcing
the above actions is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of McDonald's Corporation issued August 22, 2022:
McDonald's Announces Key Changes to Board of Directors
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