2021 Proxy Statement

2021
Notice of Annual Shareholders’ Meeting

and Proxy Statement
Chairman’s Letter
Dear McDonald’s Shareholders, Colleagues, Crew Members, Franchisees and Customers,
In my 2020 annual letter, I discussed the unprecedented challenges brought about by the COVID-19 pandemic. Since
then, those challenges have only intensified. Our world has been tested and strained.
Amidst such upheaval, I couldn’t be prouder of how McDonald’s has responded, both as a business and as an engaged
leader and positive presence in the local communities where we serve. My belief in this great brand’s long-term
success has only been reinforced—and I’d like to tell you why.
Integrity of the McDonald’s leadership team. The pandemic was a decisive moment for our business, as it was for
so many others. We faced severe restrictions in many markets, and uncertainty across every part of our System. Such
adversity reveals the capability and character of an organization. It’s easy to lead when everything is going well, but
what really counts is how you respond when times get tough.
Our Board has been actively involved in overseeing management’s response to the pandemic, and it is no
understatement to say that Chris and his team have masterfully stewarded McDonald’s through the most challenging
period in our history. They have navigated the brand through unprecedented economic and societal disruption while
inspiring the System to perform at its best.
Throughout the past year, our Board and Senior Leadership Team remained focused on protecting the health and safety
of our people and our customers, preserving financial flexibility, maintaining discipline, and serving our communities.
Thanks to the integrity and determination shown by the entire Senior Leadership Team and all three legs of our stool,
the business delivered nearly $20 billion in full year revenue and more than $90 billion in full year systemwide sales—
an exceptional success in an historically difficult year. The markets that remained largely operational in 2020, such
as the U.S., Australia and Japan, continued to grow comparable sales year over year, and as a result of our resilient
performance, the momentum with which McDonald’s entered the pandemic is now being restored.
Strength of the System. As proud as I am of McDonald’s financial performance in 2020, what inspires me even more
is the strength of our System—our greatest competitive advantage—and all of the people who make up our McFamily.
Along with a steadfast commitment to safely and reliably serving our customers through the pandemic, our people
demonstrated numerous examples of kindness, generosity and teamwork, showing the very best of what McDonald’s
can do in the communities we serve. And that’s not to mention the fact that our System coordinated one of the world’s
largest supply chains to ensure no break in supply in restaurants during the pandemic’s most difficult period.
McDonald’s role in the world. McDonald’s is the most local global company in the world, with an unmatched physical
and emotional footprint in 39,000 restaurants in communities across more than 100 countries. It was the genius of
Ray Kroc to foresee that having owner-operators and suppliers come from and rooted in the local community would
take responsibility for helping it flourish. We understand where and how to show up for those communities because
we’re neighbors.
It is this authentic connection to the communities we call home that inspires our brand values. We feel a responsibility
to serve in the fullest sense—to do the right thing, the right way, as best we can for stakeholders in every community.
2 McDonald’s Corporation
That is why Chris and our Senior Leadership Team made it a priority in 2020 to redefine our purpose and refresh our
values, as part of the company’s bold new strategy, Accelerating the Arches. With McDonald’s mission, purpose, and
values at its heart, Accelerating the Arches is more than a business strategy with exciting new initiatives to meet the
changing needs of our customers. It is also a platform McDonald’s will use to meet society’s evolving expectations of
modern businesses to make a difference in the world.
In support of that effort, McDonald’s announced several important leadership appointments last year, including Heidi
Capozzi as Global Chief People Officer and Katie Fallon to lead our new Global Impact Team; the promotion of Alistair
Macrow to Global Chief Marketing Officer; and the selections of Reggie Miller as Global Head of Diversity, Equity and
Inclusion, and Tiffanie Boyd as U.S. Chief People Officer.
We will continue to accelerate meaningful change, including through our commitment to develop and support a
more diverse talent pipeline. In February 2021, the company announced the addition of new annual targets designed
to meet our five-year DEI goals and hold our executives directly accountable. This is a significant step in the right
direction. And while I am proud that diverse representation is strong on our Board, there is a lot more work to be done
across the company, and we will not let up on our efforts.
The start of a new chapter and hope of a brighter year. Together, we have marveled at the collective brilliance of
researchers and scientists around the world who have produced—in record time—multiple COVID-19 vaccines that
will save millions of lives.
My hope for 2021 is that such progress is a sign of a brighter year for all. As tough as 2020 was, inspired by our visionary
leadership team and fortified by our System’s unique strengths and competitive advantages, McDonald’s is well
positioned to continue building back.
The Board’s commitment to stewarding shareholders’ investments remains at the heart of our decision making,
alongside our focus on doing right by our System, our customers, and our communities. We believe the company’s
progress in 2020 only strengthens McDonald’s investment approach and its long-term prospects, as reflected in the
October decision to continue the company’s more than 40-year tradition of annual dividend increases.
The Board would like to extend a sincere and heartfelt thank you to every single member of the McDonald’s System for
their tireless efforts, achievements, and dedication.
We also would like to thank McDonald’s investors for your continued support. We look forward to keeping you updated
on the company’s progress—and hopefully, to better days ahead for us all in 2021.
Sincerely,
Rick Hernandez
Chairman of the Board
2021 Proxy Statement 3

Notice of 2021 Annual Shareholders’ Meeting
Important Voting Information
Meeting Date
Virtual Shareholders’ Meeting Please carefully review the proxy materials
and Time and follow the instructions below to cast your
Thursday, May 20, 2021 McDonald’s Corporation (the Company) will have a virtual vote by 11:59 p.m. Central Time on May 19,
9:30 a.m. Central Time meeting at www.virtualshareholdermeeting.com/MCD2021. 2021, using one of the following options:
There will not be a physical location for our 2021 Annual
Shareholders’ Meeting, and you will not be able to attend Registered Shareholders: If you hold
the meeting in person. shares through our transfer agent,
Computershare:
We will provide the Notice of Internet Availability, electronic delivery of the proxy
materials or mailing of the 2021 Proxy Statement, the 2020 Annual Report on Form 10-K Internet
and a proxy card to shareholders beginning on or about April 8, 2021. www.proxyvote.com
Tablet or Smartphone
To McDonald´s Corporation Shareholders: Scan this QR code to vote with
your mobile device:
We will hold our 2021 Annual Shareholders’ Meeting on Thursday, May 20, 2021.
Shareholders will be asked to vote upon the following proposals:
Our Board’s Voting
Agenda Recommendation
Telephone
Proposal 1 Election of 12 Directors named in this FOR EACH 800-690-6903, dial toll-free 24/7
Proxy Statement; DIRECTOR NOMINEE
Mail
Proposal 2 Advisory vote to approve executive FOR
If you received a proxy card by mail,
compensation;
you may mark, date, sign and return
Proposal 3 Advisory vote to approve the appointment of FOR it in the postage‑paid envelope
Ernst & Young LLP (EY) as our independent furnished for that purpose.
auditor for 2021;
Proposals Advisory votes on 3 shareholder proposals, AGAINST EACH Beneficial Owners: If you hold shares
4–6 each only if properly presented. SHAREHOLDER through your bank or brokerage account:
PROPOSAL
Internet
In addition, we will transact any other business properly presented at the meeting, www.proxyvote.com
including any adjournment or postponement thereof, by or at the direction of the Board
Tablet or Smartphone
of Directors.
Scan this QR code to vote with
Who Can Vote: Shareholders at the close of business on March 22, 2021 (the record your mobile device:
date), can vote on matters presented for our Annual Shareholders’ Meeting. Each
share of common stock is entitled to one vote for each Director and one vote for each
other proposal.
How to Attend the 2021 Virtual Annual Shareholders’ Meeting: We will have a virtual Telephone
Annual Shareholders’ Meeting at www.virtualshareholdermeeting.com/MCD2021. To be 800-454-8683, dial toll-free 24/7
admitted to the Annual Shareholders’ Meeting as a shareholder, you must enter the
16‑digit control number on your proxy card, voting instruction form or Notice of Internet Mail
Availability. Shareholders who do not receive a 16-digit control number should consult If you received a voting
their voting instruction form or Notice of Internet Availability and may need to request a instruction form by mail, you
legal proxy to participate. For more information, please see page 83. We encourage you may mark, date, sign and return
to vote and submit your proxy before the meeting. it in the postage-paid envelope
furnished for that purpose.
By order of our Board of Directors,
If you do not receive a 16-digit control
number, please consult your voting
instruction form or Notice of Internet
Availability of materials.
Mahrukh S. Hussain
Vice President, Interim General Counsel and Corporate Secretary
Your Vote is Important.
McDonald’s Corporation
110 North Carpenter Street, Chicago, Illinois 60607 Please consider the issues presented
April 8, 2021 in this Proxy Statement and vote your
shares as promptly as possible.
Table of Contents
Chairman’s Letter 2 4 | Aligning Compensation with Business Strategy 45
5 | Compensation Setting Process 46
Notice of 2021 Annual Shareholders’ Meeting 4 6 | Performance-Based Compensation Metrics 47
Proxy Statement Summary 6 7 | Direct Compensation Elements 47
8 | Other Compensation Elements 49
About McDonald’s 6
9 | Executive Transitions 50
Governance Highlights 11
10 | Compensation Policies and Practices 50
Executive Compensation Highlights 14
Compensation Tables 53
Voting Matters and Recommendations 16
Additional Compensation Matters 61
Election of Directors 17
Audit & Finance Committee Matters 62
Proposal 1
Proposal 3
Election of Directors 17
Ratification of the Appointment of Ernst & Young LLP 62
as Independent Auditor for 2021
Director Qualifications 17
Biographical Information 19 Audit & Finance Committee Report 63
Policy for Preapproval of Audit and Permitted 64
Board and Governance Matters 25
Non-Audit Services
Board Leadership 25 Auditor Fees and Services 64
Board Composition and Succession Planning 25
Shareholder Proposals 65
Board Diversity 26
Selection of New Director Candidates 27 Proposal 4
Director Independence 28 Advisory vote on a shareholder proposal requesting a 65
Board Committees 28 report on sugar and public health
Board and Committee Evaluations 34 Proposal 5
Risk Oversight 35 Advisory vote on a shareholder proposal requesting a 68
report on antibiotics and public health costs
Strategy Oversight 36
Proposal 6
Management Succession Planning 36
Advisory vote on a shareholder proposal requesting 71
Shareholder Engagement 37
the ability for shareholders to act by written consent
Board’s Response to Shareholder Proposals 37
Other Governance Policies and Principles 38 Stock Ownership 74
Director Compensation 39 Communications 75
Executive Compensation 41 Transactions with Related Persons 77
Proposal 2 Questions and Answers 78
Advisory Vote to Approve Executive Compensation 41
Meeting Information 83
Compensation Committee Report 42
Compensation Discussion and Analysis 42
1 | Our 2020 Year in Review 43
2 | Named Executive Officers 43
3 | Compensation Guiding Principles 44

Proxy Summary
About McDonald’s
2020 Performance
The Company faced significant challenges in 2020 related to the COVID-19 pandemic. Although the pandemic
impacted every market in which we operate, we successfully navigated the most challenging period in our Company’s
history. Our leadership navigated our Brand through unprecedented economic and societal disruption while inspiring
our System to perform at its best. Teams worked to feed and foster communities, make safety and service a priority,
put customers and people first, and run great restaurants.
The resilience of the McDonald’s System – franchisees, supply chain, and the Company (the System) – was on display
in an uncertain environment. We announced a new growth strategy, Accelerating the Arches, reflective of our purpose,
mission, values and growth pillars, which highlight our competitive advantages. This resulted in $19.2 billion in full year
revenue and more than $90 billion in full year Systemwide Sales.1
In addition, we continued to deliver strong results for our shareholders over both the one- and three-year2 periods:
11.3% Cumulative 1-Year 34.2% Cumulative 3-year

TOTAL SHAREHOLDER TOTAL SHAREHOLDER
RETURN ending RETURN ending
December 31, 2020 December 31, 2020

We remain confident that by investing for the future for both the short- and long-term, and leveraging our competitive
strengths, we will continue to capture market share and drive long-term, sustainable growth for all stakeholders.
New Leadership Team

Building on the prior appointments of Christopher Kempczinski as President and CEO; Ian Borden as President,
International; and Joseph Erlinger as President, McDonald’s USA; Mr. Kempczinski continued to build his leadership
team with our Board’s oversight. Mr. Kempczinski has made values a priority since becoming CEO, and has focused on
hiring and promoting leaders that will help our Company embrace our values.
Heidi Capozzi joined the Company as Executive Vice President and Global Chief People Officer. Katherine Fallon joined
the Company in a newly created role as Executive Vice President and Chief Global Impact Officer to oversee our ongoing
efforts to affect positive change around the world. The Company also made notable hires beyond our executive team,
including Reginald Miller, Vice President and Global Diversity, Equity and Inclusion Officer; Bethany Tate Cornell, Senior
Vice President – Chief Learning & Development Officer; and Tiffanie Boyd, Senior Vice President - U.S. Chief People
Officer, as well as Alistair Macrow’s promotion to Senior Vice President and Global Chief Marketing Officer.
Systemwide sales include sales at all restaurants, whether operated by the Company or by franchisees. While franchised sales are not recorded as
1
revenues by the Company, management believes the information is important in understanding the Company’s financial performance, because
these sales are the basis on which the Company calculates and records franchised revenues and are indicative of the financial health of the
franchisee base. The Company’s revenues consist solely of sales by Company-operated restaurants and fees from franchised restaurants operated
by conventional franchisees, developmental licensees and affiliates. Changes in Systemwide sales are primarily driven by comparable sales and net
restaurant unit expansion.
2
As reported on Bloomberg.com as of December 31, 2020.
Proxy Summary
Company Values
From time to time, we have reinvigorated our values to stay responsive to the changing needs of our customers. In
2020, we did just that – clarifying what guides us and what we stand for to make the values of this Brand as clear,
concise and relevant to today as possible.
We started by looking at the history of our values and the stories around our System of people showing up for each
other and their communities. We also conducted a listening tour to hear directly from employees, franchisees and
suppliers around the world to better understand what values mean to them and what makes them proud to be part of
our McFamily.
Following these efforts, we have refined and recommitted to five values that we believe will continue to inspire
and direct our System for years to come. These values include:
%%Serve: We Put Our Customers and People First. %%Community: We Are Good Neighbors.
%%Inclusion: We Open Our Doors to Everyone. %%Family: We Get Better Together.
%%Integrity: We Do the Right Thing.
Accelerating the Arches

In November 2020, we announced a new growth strategy, Accelerating the Arches, which focuses on the imperative
that we deliver across five critical areas: our purpose to feed and foster community; our mission of making delicious
feel-good moments easy for everyone; our values as described above; our growth pillars and our foundation of running
great restaurants and empowering our people.
Accelerating the Arches

Strategic Plan
Our Purpose Our Mission

Feed and foster Making delicious feel-good
community moments easy for everyone
Serve: Inclusion: Integrity: Community: Family:

Our We put our We open We do We are We get
Values customers and our doors the right good better
people first to everyone thing neighbors together
aximize ommit ouble Down

Our
Growth
M our Marketing
• Brand
C to the Core
• Burger
D on the 3Ds
• Delivery
• Affordability • Chicken • Digital
Pillars • Coffee • Drive Thru
Foundation
Run Great Restaurants
and Empower Our People

Proxy Summary
Accelerating the Arches also prioritizes three growth pillars. We believe that Accelerating the Arches will build on our
inherent strengths by harnessing our competitive advantages and investing in innovations that will enhance the
customer experience and deliver long-term growth.
In addition, we will elevate our people practices to make people feel welcomed, valued and included within the
McDonald’s community. We live by our values every day and are committed to fostering a safe, respectful and inclusive
workplace, providing quality jobs and making opportunity open to all.
For more information on our MCD growth pillars, please see our “Strategic Direction” discussion located at
page 9 of the Company’s Annual Report on Form 10-K. More information on our mission and values is available at:
https://corporate.mcdonalds.com/corpmcd/our-company/who-we-are/our-values.html.
Responding to COVID-19
Throughout the COVID-19 pandemic, we have prioritized protecting the well-being of crew, customers and employees,
and this principle continues to guide the decisions we make. McDonald’s and our franchisees took proactive steps to
help promote health and safety in our restaurants across all our communities, including:
Enhanced Restaurant Health and Safety Protocols

• Elevated standards through our new “Safety+” framework for enhanced hygiene and safety standards;
• Requiring customers and crew to wear masks;
• Requiring gloves and protective panels in front and back-of house, where appropriate;
• Administering social distancing guidance through floor stickers;
• Implementing additional cleaning and sanitation protocols;
• Increasing use of contactless payment; and
• Performing daily wellness checks of crew, including temperature checks.
Additional Support to U.S. Company-Owned Restaurant Crew and Corporate Staff

• Granted two weeks off work with pay to employees of Company-owned restaurants in the U.S. for COVID-related
absence; and
• Offering enhanced health and financial benefits for eligible Company-owned restaurant employees and corporate
staff, including virtual care expansion and 401(k) flexibility.
Safety Reaffirmation Visits

• Visiting franchise locations to support execution of safety protocols.
Furthermore, management reviewed risks relative to the Company’s enterprise-wide risk management (ERM)
framework and worked to incorporate learnings quickly as the risk landscape evolved and to provide feedback to
markets and business unit leads. For more information on the ERM framework, see page 35.
Proxy Summary
Diversity, Equity and Inclusion

Our aspiration is that no matter where you are in the world, when you interact with McDonald’s, inclusivity and equity
are evident. We believe that a diverse workforce is critical to McDonald’s success, and we are committed to making
this a continued priority for our Company. Our Board reflects this commitment as half of the 12 members are women
or racially diverse, including the Chairman of the Board. With this leadership, the Company recently launched a new
global diversity, equity and inclusion (DEI) strategy designed to drive accountability across our System to better
represent the diverse communities in which McDonald’s operates, to accelerate cultures of inclusion and belonging,
and to further dismantle barriers to economic opportunity.
The Company’s enhanced DEI strategy builds on existing initiatives from across our business, including:
• Our ongoing initiative to improve the representation of women and underrepresented groups at all levels of
the Company;
• Long-standing work designed to encourage franchisees and suppliers to create greater diversity in their
own organizations;
• Upholding human rights and cultivating a respectful workplace that is ethical, truthful and dependable; and
• Our commitment to equitable pay among Company employees with comparable job responsibilities, experience,
performance and contributions.
Additionally, we have announced goals (a) to increase women in leadership roles, Senior Director and above, from
37% to 45% globally by the end of 2025, with a goal of reaching gender parity by the end of 2030 and (b) to increase
representation of historically underrepresented groups in leadership roles, Senior Director and above in the US,
from 29% to 35% by the end of 2025. We are serious about holding ourselves and our leaders accountable to these
foundational commitments. Thus, beginning in 2021, in addition to financial metrics, annual incentive compensation
for our executives also will include metrics that measure the Company’s success in certain aspects of human
capital management.

Proxy Summary
Our Impact and Brand Purpose NEW

Our purpose at McDonald’s is to feed and foster communities. As part of our Accelerating the Arches strategy, we have
prioritized our role and commitment in the communities in which we operate to focus on four areas:
Food Quality and Sourcing Our Planet
We are helping to create a future of quality, secure and In partnership with our franchisees, suppliers and
sustainable food, because how our food is produced producers, we’re finding new and innovative ways
and where it comes from matters to our customers, to drive climate solutions, keep waste out of nature,
communities and the environment. and conserve forests and natural resources. From
minimizing how much packaging we use to investing
The safety and quality of our food is a top priority in renewable energy and partnering to advance
and we are constantly innovating to strive to meet sustainable and regenerative agriculture practices –
and exceed our customers’ expectations. This also we want to help protect our planet for communities
includes sourcing quality ingredients in responsible today and in the future.
ways, supporting farming communities and evolving
the Happy Meal to make balanced meals more We were the first global restaurant company to
accessible to families around the globe. address climate change by setting science-based
targets to reduce greenhouse gas emissions in our
McDonald’s partners with a global network of restaurants, offices and across our supply chain.
suppliers and farmers to provide quality ingredients By 2030, we expect to prevent approximately 150
and packaging materials. By engaging our supply million tons of greenhouse gas emissions from being
chain, we have greater visibility and together work released into the atmosphere.
toward commitments that support more sustainable
production, so we can continue to serve our In 2020, we continued investment in large-scale
customers delicious meals they know and love. renewable energy projects through virtual power
purchase agreements and also unveiled a first-of-its-
kind restaurant designed to create enough renewable
energy on-site to cover 100% of its own energy needs
on a net annual basis.
Community Connection Jobs, Inclusion and Empowerment
We are supporting connection, families and McDonald’s has always been a people business.
communities, because being part of the community Fostering safe, respectful and inclusive workplaces
means supporting people every day, and especially wherever we do business is integral to McDonald’s
when they need it most. and we will continue to hold ourselves to the highest
standards.
In 2020, we worked together with our suppliers,
franchisees and partners, not just to keep McDonald’s In accordance with our values, we are working
restaurants open and running safely, but also to represent the diverse communities in which
to provide donations of food to help support we operate, accelerate cultures of inclusion and
communities. belonging, and dismantle barriers to economic
opportunity.
We are proud to support the Ronald McDonald
House Charities® (RMHC®), to enable families to stay We are also committed to leveraging our scale
together near world-class care facilities when a child to provide training and education programs. For
is diagnosed with life-threatening illness. In 2020, we example, through our Youth Opportunity program,
announced a five-year commitment to RMHC totaling we aim to reduce barriers to employment for young
$100 million. people, through pre-employment job readiness
training, employment opportunities, and workplace
development programs.
See the Company’s website for more information on our impact strategies, goals and consolidated ESG performance
tracking, including SASB Index: https://corporate.mcdonalds.com/corpmcd/our-purpose-and-impact/impact-
strategy-and-reporting.html.
Proxy Summary
Governance Highlights
Governance Practices
Our Board reflects strong corporate governance practices, as highlighted in the below chart:
Board and Governance Practices
• Separate Chairman and CEO • Executive sessions of • Majority voting standard for
• 11 of 12 Directors are independent Directors uncontested Director elections
independent (all except CEO) scheduled for Board and • Proxy access for Director
Committee meetings candidates nominated by
• All standing Committees are
independent (except Executive • Robust annual Board and shareholders reflecting standard
Committee, chaired by our CEO) Director peer assessments market practices
compiled by an independent • Meaningful thresholds for
• Demonstrated commitment to
third party; additional shareholders to call special
diversity, with 50% of our Board
Committee self-evaluations meetings
comprised of diverse Directors
and 1:1 discussions between the
(25% women and 25% racially/ • Significant Director stock
Chairman and Directors
ethnically diverse) ownership requirements
• Regular succession planning
• 50% of Directors joining our • No Director hedging/pledging of
and effective leadership
Board since 2015 Company stock
transitions at the CEO, executive
• Refreshed Director Selection management and Board levels • Public disclosure of corporate
Process guidelines align with political contributions and
• No special interest Directors /
Accelerating the Arches NEW certain trade association
our Board nominees represent
• No Directors who are current memberships
the interest of all shareholders
public-company CEOs serve on • Significant shareholder outreach
more than one outside Board and engagement program
• Access to independent advisors
In addition to the above practices, our 2020 governance highlights include:
Oversight of Leadership & Culture Oversight of the Development of Accelerating

Evolution NEW the Arches NEW
Our Board considers executive succession plans on Our Board regularly reviews our Company’s
an ongoing basis, as well as the skills, experiences performance and oversees management’s
and attributes needed to be an effective leader in development of our business strategy. In 2020, our
light of our global business strategies, opportunities Board oversaw management’s development and
and challenges. As described above, in 2020, adoption of Accelerating the Arches. Our Board’s
Mr. Kempczinski continued to build his leadership engagement in the Company’s business and
team with our Board’s oversight, reshaping oversight of Company strategy provides our Board
corporate culture and reflecting a diverse and with important perspectives for our ever-changing
talented group of leaders, including a new Global business environment.
Chief People Officer and Chief Global Impact Officer.

Proxy Summary
Shareholder Engagement
We understand the importance of engaging with shareholders and are committed to regularly hearing our shareholders’
perspectives. Our Board and management team have developed a robust shareholder engagement program. Since our
last Annual Shareholders’ Meeting, we reached out to shareholders that represent nearly 50% of our outstanding shares.
We engage on topics of importance to both the Company and shareholders. In addition to discussing our business
strategy and initiatives, as well as our results and financial performance, we engage on other matters, such as our
response to COVID-19; our initiatives related to diversity, equity and inclusion; human capital management; executive
compensation; Board composition, tenure and refreshment, and environmental and sustainability topics.
Shareholder feedback received through direct discussions and prior shareholder votes, as well as engagement with
proxy and other investor advisory firms that represent the interests of a wide array of shareholders, is reported to our
Governance Committee and other relevant Committees periodically throughout the year. We also review our practices
against guidelines published by shareholders and proxy advisory firms.
Following are highlights of our shareholder engagement program:
• Response to COVID-19 • Board Governance, Composition, Tenure and

• Company Values and Culture Refreshment
• Business Strategy and Performance • Environmental, Social, and Sustainability Topics,
including Climate Change
• Board Oversight
• Executive Compensation
• Human Capital Management, including Diversity,
Equity and Inclusion
Ongoing Commitment to Board and Committee Refreshment

Our Governance Committee and Board believe that there should be a balance of institutional knowledge and fresh
perspectives among our Directors. Our Governance Committee and our Board remain committed to ongoing
refreshment. Notably, 50% of our Directors have joined our Board since 2015.
May 2016 November 2019

• Enrique Hernandez, Jr. • Christopher
Appointed as Kempczinski December 2019
January 2015 Independent Chairman appointed as President • Our Board elected
• Margaret Georgiadis • Committee and CEO and elected Catherine Engelbert
elected as Director Chairpersons refreshed as Director as Director
August 2015 January 2019 May 2019 December 2019 -

• Lloyd Dean and • Paul Walsh elected • Compensation March 2020
John Mulligan as Director Committee • Committee
elected as Directors Chairperson refreshed membership refreshed
Additionally, our Governance Committee reviews the Director Selection Process guidelines annually. In 2020, our
Governance Committee approved updated Director Selection Process guidelines to more closely align with the
Company’s values and the strategic drivers associated with Accelerating the Arches. These updates highlight
important areas of focus for the Company and our investors, including cybersecurity, digital business models, human
capital management, diversity and inclusion, and sustainability.
Proxy Summary
Overview of Directors
Following is an overview of our Directors, all of whom are standing for re-election at the Annual Shareholders’ Meeting.
Additional information regarding our Director nominees begins on page 17.
Standing Committee Membership Other Public

Director Company
Name Since Primary Occupation Independent AFC CC GC SCR PPS EC Boards
CEO
Lloyd Dean 2015 F 1
CommonSpirit Health
Operating Partner
Robert Eckert 2003 3
Friedman, Fleischer & Lowe
Commissioner
Catherine Engelbert 2019 Women’s National F 1
Basketball Association
Endurance Partner-in-
Margaret Georgiadis 2015 Residence F 0
General Catalyst
Executive Chairman
Enrique Hernandez, Jr.
1996 Inter-Con Security Systems, 1
Chairman of the Board
Inc.
Christopher President and CEO

2019 0
Kempczinski McDonald’s Corporation
Non-executive Chairman
Richard Lenny 2005 2
Conagra Brands, Inc.
EVP and COO

John Mulligan 2015 F 0
Target Corporation
Former Non-executive
Chairman
Sheila Penrose 2006 1
Jones Lang LaSalle
Incorporated
Founder, Chairman,
John Rogers, Jr. 2003 Co-CEO and CIO 2
Ariel Investments, LLC
Executive Chairman
Paul Walsh 2019 2
McLaren Group Limited
Executive Chairman
Miles White 2009 2
Abbott Laboratories
AFC Audit & Finance Committee SCR Sustainability & Corporate Responsibility Committee Member
CC Compensation Committee PPS Public Policy & Strategy Committee Committee Chair
GC Governance Committee EC Executive Committee F Financial Expert

Proxy Summary
Executive Compensation Highlights

Our executive compensation program supports the following long-standing guiding principles, each of which drive the
design, implementation and risk profile of our compensation program:
• Pay-for-performance;
• Drive business results with a focus on creating long-term shareholder value; and
• Pay competitively.
Performance-Based Compensation Philosophy

Our executives’ compensation opportunity is predominantly performance-based, consisting of both annual and long-
term incentive awards subject to objective performance thresholds, as reflected in the below graphic:
90% 80%
CEO 90% of CEO’s target total Other NEOs 80% of other named
direct compensation executive officers’ target
opportunity* is total direct compensation
performance-based opportunity* as a group is
performance-based
* The above charts represent our CEO and other NEOs’ target total direct compensation for 2020, using their full salaries without the temporary
reductions described below, target Short-Term Incentive Plan (STIP) payouts as set at the beginning of 2020, and ASC 718 values for equity awards
granted in 2020 (excluding one-time sign-on awards for Ms. Capozzi in connection with her hire).
Compensation Practices
What We Do What We Do Not Do
%%Strong pay-for-performance alignment XX Change in control

%%Robust performance targets, and payouts under our incentive plans agreements
can vary significantly based on Company performance XX Tax gross-up on perquisites
%%Performance metrics support our growth strategy and align XX Repricing of stock options
interests of management with interests of shareholders XX Backdating of stock options
%%Majority of total direct compensation paid over the long-term XX Encourage unreasonable risk
%%Significant stock ownership and retention requirements taking
%%Clawback provisions in equity agreements and STIP XX Employment agreements
%%Independent compensation consultant XX Hedging or pledging
%%Double-trigger change in control equity provisions
Proxy Summary
Compensation Program Summary for 2020

The following summarizes our key compensation elements and percentage of direct CEO pay opportunity for 2020:
Key compensation
elements and % of
CEO pay opportunity Primary metrics Key terms
Base Salary N/A • Decided based on competitive considerations, scope
of responsibilities, individual performance, tenure in
10% position, internal pay equity and the effect on our general
and administrative expenses
Short-Term • Operating income • Operating income growth requires the Company to
Incentive Plan (STIP) growth (weighted 50%) balance increases in revenue with financial discipline to
• Systemwide sales produce strong margins and a high level of cash flow
16%
growth (weighted 25%) • Systemwide sales is important in a franchise business
• Comparable guest count and is a measure of our franchisees’ financial health
growth (weighted 25%) • Comparable guest count growth is a measure of our
business’s long-term health
• Payouts are limited to 200% of the target award
Performance-based
Long-Term Incentives
Performance- • Earnings per share • Provide the right to receive a share of McDonald’s stock
37% Based (EPS) growth at the end of a three-year service period, subject to the
Restricted • Return on incremental Company’s achievement of two key financial metrics, EPS
Stock Units invested capital (ROIIC) and ROIIC
(PRSUs) • Relative total • Also subject to a modifier based on relative TSR over the
shareholder return (TSR) performance period compared to the S&P 500 Index
• Payouts are limited to 200% of the target award
• See page 48 for more information on PRSU metrics
Stock Options • Share price • Provide value only if our share price increased (with
37% an exercise price equaling the stock price on the
grant date), which closely aligned executive pay with
shareholder interests
• Vest ratably 25% per year with a 10-year term
Impact of COVID-19 on Executive Compensation

As a result of the COVID-19 pandemic on our business, the Company did not achieve the minimum required thresholds
on the financial performance metrics for a payout under the STIP. Guided by the Company’s pay-for-performance
philosophy, the Compensation Committee did not adjust original performance targets or results to account for the
impact of the COVID-19 pandemic. Therefore, executive payouts under the 2020 STIP were $0. Further, our 2018-2020
performance-based restricted stock units awarded to our executive officers vested at 0%.
In addition, our NEOs other than Ms. Capozzi (whose employment with McDonald’s commenced after this decision was
made) agreed to temporary base salary reductions in light of the effects of the COVID-19 pandemic across our System.
Mr. Kempczinski took a 50% reduction in salary and Messrs. Ozan, Borden, Erlinger and Krulewitch each took a 25%
reduction for nearly six months.
While COVID-19 significantly impacted our executives’ overall compensation, employees below the executive level
received a portion of their 2020 annual bonus based upon individual contributions. Further, the Company did not
implement any broad-based furloughs, lay-offs or pay reductions.

Proxy Summary
Considering our Say on Pay Results

The Compensation Committee considers feedback received through direct dialogue with investors, as well as our prior
year “Say on Pay” results. While our “Say on Pay” proposal received meaningful support in 2020, it was below our strong
historical support levels from each of the prior five years. Accordingly, the Company engaged with shareholders to
better understand what drove their votes. Although certain investors were not supportive of the benefits the Company
provided to our former CEO upon his termination, overall we found shareholders were generally supportive of our
executive compensation program and practices and continue to support our pay-for-performance framework.
Key Changes for 2021

As a result of the COVID-19 pandemic, the macroeconomic operating environment and consumer expectations changed
dramatically in 2020, which informed the development of our Accelerating the Arches growth plan. Consistent with this
strategy and current consumer behavior, the Committee revised the STIP metrics for 2021 to increase executives’ focus
on driving key top and bottom line measures, systemwide sales growth and operating income growth.
The Committee also introduced new metrics focused on human capital management to reinforce the importance
of the Company’s values and to hold executives accountable for making progress in diversity, equity and inclusion.
Therefore, for 2021, STIP metrics will be operating income growth (weighted 42.5%), Systemwide sales growth
(weighted 42.5%) and human capital metrics (weighted 15%).
Voting Matters and Recommendations

We are asking shareholders to vote on the following matters at our 2021 Annual Shareholders’ Meeting:
Board’s
Item to be Voted on Recommendation Page
Management Proposals
Election of 12 Directors named in this Proxy

Proposal 1 Statement, each for a one-year term expiring in 2022 FOR EACH NOMINEE 17
Proposal 2 Advisory vote to approve executive compensation FOR 41

Advisory vote to approve the appointment of Ernst &
Proposal 3 Young LLP (EY) as our independent auditor for 2021 FOR 62
Shareholder Proposals
Advisory vote on 3 shareholder proposals, each only AGAINST ALL

Proposals 4 - 6 if properly presented SHAREHOLDER 65 -73
PROPOSALS
Forward-Looking Statements and Website Links

This Proxy Statement includes forward-looking statements about future events and circumstances. Generally
speaking, any statement not based upon historical fact is a forward-looking statement. Forward-looking statements
can also be identified by the use of words such as “could,” “should,” “continue,” “estimate,” “forecast,” “intend,” “look,”
“may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain” and “confident” or similar expressions. In particular,
statements regarding our plans, strategies, prospects and expectations regarding our business and industry are
forward-looking statements. They reflect our expectations, are not guarantees of performance and speak only as
of the date of this Proxy Statement. Except as required by law, we do not undertake to update such forward-looking
statements. Our business results are subject to a variety of risks, including those considerations or risks that are
reflected “Risk Factors” in our 2020 Annual Report on Form 10-K, as well as elsewhere in our filings with the SEC. If
any of these considerations or risks materialize, our expectations (or underlying assumptions) may change or not be
realized and our performance may be adversely affected. Therefore, you should not rely unduly on any forward-looking
statements. Website links included in this Proxy Statement are for convenience only. The content in any website links
included in this Proxy Statement is not incorporated herein and does not constitute a part of this Proxy Statement.
Election of Directors
PROPOSAL
1 Election of Directors
Our Board of Directors recommends the following 12 nominees for election to our Board of Directors for a
one-year term beginning in May and continuing until the 2022 Annual Shareholders’ Meeting and until their
successors have been elected and qualified:
1. Lloyd Dean 4. Margaret Georgiadis 7. Richard Lenny 10. John Rogers, Jr.
2. Robert Eckert 5. Enrique Hernandez, Jr. 8. John Mulligan 11. Paul Walsh
3. Catherine Engelbert 6. Christopher Kempczinski 9. Sheila Penrose 12. Miles White
Our Board recommends a vote FOR each of the 12 Director nominees.
With the exception of our CEO, all Director nominees are independent. Our Board expects all nominees to be available
for election. If any of them becomes unable to serve at any time prior to the Annual Shareholders’ Meeting, our Board
may substitute another person as a nominee or may reduce the number of Directors to eliminate the vacancy. If you
have voted for the unavailable nominee, your shares will be voted for any substitute nominee.
Nominees who receive a majority of the votes cast will be elected. If any Director does not receive a majority of
the votes cast, he or she has tendered an irrevocable resignation that, subject to our Governance Committee’s
recommendation and our Board’s acceptance, will be effective following the Annual Shareholders’ Meeting.
Director Qualifications
Our Board is a diverse, highly-engaged group of individuals that provides strong, effective oversight of the Company.
Both individually and collectively, our Directors have the qualifications, skills and experience needed to inform and
oversee the Company’s long-term priorities, including our Accelerating the Arches growth strategy.
Importantly, each Director has senior executive experience, in many cases having served in leadership roles as
CEOs or high-level executives of large, complex, global organizations. Specifically, several Directors have leadership
experience in the consumer products or food sectors, which is particularly relevant to our business as a leading global
foodservice retailer. Consistent with Accelerating the Arches, our Board values expertise in information technology/
cybersecurity, human capital management, diversity and inclusion, and sustainability matters, which continue to
be important areas of focus for the Company and our investors. This experience, along with the other skills and
attributes discussed below and described more fully in the Company’s Director Selection Process guidelines, are key
considerations in evaluating the composition of our Board.
Our Director nominees’ individual skills and experiences are included on the following pages. In addition, all
Director nominees demonstrate the following qualities:
Key Attributes and Skills of All Director Nominees

• High integrity and business ethics • Ability to represent the interests of all shareholders
• Strength of character and judgment • Knowledge of corporate governance matters
• Ability to devote significant time to Board duties • Understanding of the advisory and proactive oversight
• Desire and ability to continually build expertise in responsibility of the Board
emerging areas of strategic focus for the Company • Comprehension of their role as a public company director
• Demonstrated focus on promoting equality and the fiduciary duties owed to shareholders
• Business and professional achievements • Intellectual and analytical skills

In addition, our Director nominees contribute to our Board the individual experiences, qualifications, attributes, skills
and self-identified diversity traits as shown in the following matrix. The skills identified in the matrix are intended as a
high-level summary and not an exhaustive list:
KEMPCZINSKI
GEORGIADIS
HERNANDEZ
ENGELBERT
MULLIGAN
PENROSE
ROGERS
ECKERT
WALSH
LENNY
WHITE
DEAN
BRAND MANAGEMENT: Contributes to an understanding of how
the Company’s business, standards and performance are essential
to protecting and increasing the value of the McDonald’s brand
CUSTOMER-CENTRIC: Provides an understanding of the
Company’s business, operations and customer-centric
Accelerating the Arches growth strategy, focusing on the purpose,
values and growth pillars of the Company
DIGITAL: Provides an understanding of how the 3 D’s (digital,

delivery and drive thru) leverage competitive strengths
FINANCE/CAPITAL MARKETS: Supports the oversight of the

Company’s financial statements and strategy and financial
reporting to investors and other stakeholders
GLOBAL EXPERIENCE: Contributes to an understanding of how
the Company’s business is structured to enable the right level of
support for our international markets, as well as the sharing of
solutions across international markets
HUMAN CAPITAL MANAGEMENT: Provides an understanding
of how the Company manages and develops its workforce and
focuses on promoting equality throughout the organization
INFORMATION TECHNOLOGY/CYBERSECURITY: Contributes to
an understanding of information technology capabilities, cloud
computing, scalable data analytics and risks associated with
cybersecurity matters
MARKETING: Provides awareness of culturally relevant approaches
that effectively communicate the story of our brand, food
and purpose
OTHER PUBLIC COMPANY BOARD: Demonstrates a practical
understanding of organizations, processes, governance and
oversight of strategy, risk management and growth
REAL ESTATE: Provides an understanding of how owning or leasing
real estate, combined with co-investment by franchisees, enables
the Company to achieve high restaurant performance levels
SUSTAINABILITY/CORPORATE RESPONSIBILITY: Contributes to an
understanding of sustainability issues and corporate responsibility,
and their relationship to the Company’s business and strategy
RACE/ETHNICITY
African American or Black
Hispanic or Latinx
White or Caucasian
GENDER
Female
Male
For more information on our Board diversity, see page 26.
Further biographical information about each Director, including his or her professional experience, Committee
memberships, qualifications and other directorships is set forth on the following pages.
Biographical Information
Lloyd Dean | 70 Independent
Chief Executive Officer Director Since Board Committees

CommonSpirit Health 2015 Audit & Finance, Compensation
Professional Experience:
CommonSpirit Health, a non-profit, Catholic health system
• Chief Executive Officer (2019 - Present)
Dignity Health, one of the nation’s largest healthcare systems

Skills and Qualifications
• President and Chief Executive Officer (2000 - 2019)
Advocate Health Care, a healthcare organization

• Chief Operating Officer (1997 - 2000)
Brand Human Capital
Management Management Director Qualifications:
In his career in executive management at leading healthcare organizations, Mr. Dean has led significant
strategic, operational and financial transformations. He brings over 25 years of leadership, management
Customer- Other Public and strategy experience to our Board, which contributes an important perspective to our Board’s discussion
Centric Company Board of opportunities and challenges in a constantly changing business environment. Mr. Dean’s healthcare
experience and knowledge of health and safety risks has enhanced his ability to oversee human capital
management, particularly in light of the COVID-19 pandemic. We also benefit from Mr. Dean’s finance,
Finance/Capital systems operations, service quality and human resources, customer-centric operations, community affairs,
Sustainability/
Markets Corporate healthcare and regulatory experience. In addition, Mr. Dean’s qualification as an “audit committee financial
Responsibility expert” is an important attribute as a member of our Audit & Finance Committee.
Other Directorships:
Mr. Dean also serves on the board of Golden Arrow Merger Corp. Mr. Dean previously served on the
boards of Navigant Consulting, Inc. and Wells Fargo & Company.
Robert Eckert | 66 Independent

Operating Partner Director Since Board Committees
Friedman Fleischer & Lowe 2003 Public Policy & Strategy (Chair since
2016), Governance, Executive
Friedman Fleischer & Lowe, a private equity firm
• Operating Partner (2014 - Present)
Skills and Qualifications Mattel, Inc., a leading global toy company and entertainment franchise
• Chairman Emeritus (2013 - Present)
• Chairman of the Board (2000 - 2012)
• Chief Executive Officer (2000 - 2011)
Brand Global
Management Experience Kraft Foods Inc., a packaged food company
Customer- Human Capital Director Qualifications:

Centric Management Mr. Eckert’s service as a chief executive officer of large, global consumer branded and food products
companies contributes to our Board’s understanding of business and product development, marketing,
supply chain management and distribution, and consumer behavior. He brings experience as a senior
executive of global consumer brand companies with high performance expectations. In addition, through
Digital Marketing his role on other companies’ boards, Mr. Eckert has extensive experience in corporate governance,
leadership development and succession planning and finance.
Finance/Capital Other Public

Markets Company Board Mr. Eckert also serves as the lead independent director of Amgen Inc., as Chair of the Board of Levi
Strauss & Co. and as director of Uber Technologies, Inc.
Catherine Engelbert | 56 Independent

Commissioner Director Since Board Committees
Women’s National Basketball 2019 Audit & Finance, Public Policy & Strategy
Association
Women’s National Basketball Association, a professional basketball league
• Commissioner (2019 - Present)
Skills and Qualifications Deloitte LLP, an industry-leading audit, consulting, tax and advisory services firm
Deloitte & Touche LLP, audit subsidiary of Deloitte LLP

Brand Global • Chairman and Chief Executive Officer (2014 - 2015)
Management Experience
• Partner (1998 - 2019)
Director Qualifications:
Customer- Human Capital Ms. Engelbert’s experience as Commissioner of a professional sports league and as former chief
Centric Management executive officer of Deloitte LLP provides knowledge of global business operations, finance, leadership,
brand, customer, strategy and risk management matters. Having led a firm of 100,000 professionals at
Deloitte, she also brings significant experience in talent management. Ms. Engelbert previously served
Finance/Capital Other Public
on the private company board of Deloitte LLP and as Chairman of Deloitte & Touche LLP, providing
Markets Company Board leadership and governance experience. She also served on the Strategic Investment, Risk, Regulatory &
Government Relations, and Finance & Audit Committees of the board of Deloitte LLP, providing valuable
regulatory experience. She is a Certified Public Accountant. Ms. Engelbert’s qualification as an “audit
committee financial expert” is an important attribute as a member of our Audit &Finance Committee.
Ms. Engelbert also serves on the board of Royalty Pharma plc.
Margaret Georgiadis | 57 Independent

Endurance Partner-in-Residence Director Since Board Committees
General Catalyst 2015 Audit & Finance, Sustainability &
Corporate Responsibility
General Catalyst, a venture capital firm
• Endurance Partner-in-Residence (2021 - Present)
Skills and Qualifications Synetro Group, a private investment and strategic advisory firm
• Managing Partner (2021 - Present)
Ancestry, a global family history and consumer genomics company

Human Capital
Brand
Management Management
Mattel, Inc., a leading global toy company and entertainment franchise
Customer- Information Google Inc., a global technology company

Centric Technology/ • President, Americas (2011 - 2017)
Cybersecurity • Vice President, Global Sales Operations (2009 - 2011)
Ms. Georgiadis’ experience at a venture capital firm and a private investment and strategic advisory firm
Digital Marketing
brings valuable strategy and development, finance, and leadership experience to our Board. Her prior
experience as a senior executive at large global businesses affords her a broad knowledge of global
consumer businesses and marketing, as well as technology, digital consumer insights, e-commerce,
Finance/Capital Other Public finance, leadership, and strategy and development. She has led teams that successfully launched new
Markets Company Board products. Her knowledge in these and other areas provides critical insights to our business, particularly
as our Board considers the impact of technology, digital and cybersecurity risks. Ms. Georgiadis also has
over 15 years of analytical and strategic experience at McKinsey & Company, a global management and
Global Sustainability/ consulting firm. In addition, Ms. Georgiadis’ qualification as an “audit committee financial expert” is an
Experience Corporate important attribute as a member of our Audit & Finance Committee.
Responsibility
Ms. Georgiadis previously served on the boards of Amyris, Inc. and Mattel, Inc.
Enrique Hernandez, Jr. | 65 Independent Chairman (since 2016)

Executive Chairman Director Since Board Committees
Inter-Con Security Systems, Inc. 1996 Governance, Public Policy &
Strategy, Executive
Inter-Con Security Systems, Inc., a provider of security services to corporations, governments, diplomatic
missions and non-profit organizations
• Executive Chairman (2021 - Present)
Skills and Qualifications • Chairman and Chief Executive Officer (1986 - 2021)
Nordstrom, Inc., a leading fashion retailer

• Non-executive Chairman and Presiding Director (2006 - 2016)
Brand Global
Management Experience Director Qualifications:
Mr. Hernandez is executive chairman and former chief executive officer of a global security company,
providing knowledge of physical and electronic security. He also has been a director of several large
Customer- Human Capital public companies in various industries. In particular, Mr. Hernandez served for five years as lead
Centric Management director and ten years as non-executive chairman and presiding director at Nordstrom, Inc., a large
publicly-traded fashion retailer known for its customer service and brand management, providing him
with significant experience in corporate governance, leadership development, succession planning
and finance. Through his extensive experience managing complex, people-oriented organizations,
Digital Information Mr. Hernandez is well-suited to address the important human capital management element of
Technology/
Cybersecurity McDonald’s business. Mr. Hernandez’s experience also facilitates our Board’s oversight and counsel
regarding strategy and business development, as well as legal and regulatory experience.
Finance/Capital Other Public Mr. Hernandez also serves on the board of Chevron Corporation. Mr. Hernandez previously served on the
Markets Company Board boards of Nordstrom, Inc. and Wells Fargo & Company.
Christopher Kempczinski | 52
President and Director Since Board Committees
Chief Executive Officer 2019 Executive (Chair since 2019)
• President and Chief Executive Officer (2019 - Present)
• President, McDonald’s USA (2017 - 2019)
Skills and Qualifications • Executive Vice President - Strategy, Business Development and Innovation (2015 - 2016)
The Kraft-Heinz Company, a packaged food company

• Executive Vice President of Growth Initiatives and President of Kraft International (2014 - 2015)
Brand Human Capital
Management
• President of Kraft Canada (2012 - 2014)
Management
• Senior Vice President – U.S. Grocery (2008 - 2012)
Customer- Marketing Mr. Kempczinski is President and CEO of our Company, having previously served as President of
Centric
McDonald’s USA, where he was responsible for approximately 14,000 McDonald’s restaurants. He first
joined the Company in 2015, overseeing global strategy, business development and innovation. In
these roles, he has been instrumental in identifying new ideas and best practices to accelerate growth
Digital Real Estate to increase the overall value of the System. His experience leading our U.S. business and overseeing
global strategy contributes an important Company perspective to our Board, and he was the architect
of Accelerating the Arches. This experience strengthens our Board’s knowledge and understanding as it
oversees our operations and strategy.
Finance/Capital Sustainability/
Markets Corporate
Responsibility Other Directorships:
None.
Global
Experience

Richard Lenny | 69 Independent

Non-executive Chairman Director Since Board Committees
Conagra Brands, Inc. 2005 Compensation (Chair since 2019),
Sustainability & Corporate Responsibility
Conagra Brands, Inc., a leading branded food company
• Non-executive Chairman (2018 - Present)
Skills and Qualifications Information Resources, Inc., a market research firm
• Non-executive Chairman (2013 - 2018)
Brand Human Capital Friedman Fleischer & Lowe, LLC, a private equity firm
Management Management • Senior Advisor (2014 - 2016)
• Operating Partner (2011 - 2014)
The Hershey Company, an industry-leading snacks company

Customer- Marketing
Centric • Chairman, President and Chief Executive Officer (2001 - 2007)
Mr. Lenny’s experience as a chief executive officer of a global retail food company with a major consumer
Digital Other Public brand is an asset to our Board given his knowledge of strategy and business development, finance,
Company Board
marketing and consumer insights, supply chain management and distribution, sustainability and social
responsibility matters. He previously served in executive-level positions with Kraft Foods, Nabisco
Biscuit and Snacks and the Pillsbury Company, providing him extensive experience with major consumer
Finance/Capital Sustainability/ brands in the food industry. He also serves as Non-executive Chairman of one of North America’s leading
Markets Corporate food companies. In addition, his prior service as non-executive chairman of Information Resources, Inc.
Responsibility provides additional board and governance experience.
Global Mr. Lenny also serves as Non-executive Chairman of Conagra Brands, Inc. and is the lead independent
Experience director of Illinois Tool Works Inc. Mr. Lenny previously served on the board of Discover Financial Services.
John Mulligan | 55 Independent

Executive Vice President and Director Since Board Committees
Chief Operating Officer 2015 Audit & Finance (Chair since 2016),
Target Corporation Public Policy & Strategy, Executive
Target Corporation, a general merchandise retailer
• Executive Vice President and Chief Operating Officer (2015 - Present)
• Executive Vice President and Chief Financial Officer (2012 - 2015)
• Senior Vice President, Treasury, Accounting and Operations (2010 - 2012)
Brand Human Capital Mr. Mulligan’s experience as a senior executive of a major general merchandise retailer has provided
him with extensive experience in finance, global supply chain, operations, e-commerce, real estate and
human resources. His service at a retailer known for its focus on creating an exceptional guest experience
brings customer-centric experience to our Board. In addition, his experience in digital and technology
Customer- Information issues, including cybersecurity risk, is an important asset as our Board considers these topics and their
Centric Technology/ potential impact on the Company. In addition, Mr. Mulligan’s qualification as an “audit committee financial
Cybersecurity
expert” is an important attribute as our Audit & Finance Committee Chair.
Digital Marketing None.
Finance/Capital Real Estate

Markets
Global
Experience
Sheila Penrose | 75 Independent

Former Non-executive Chairman Director Since Board Committees
Jones Lang LaSalle Incorporated 2006 Sustainability & Corporate Responsibility
(Chair since 2016), Governance, Executive
Jones Lang LaSalle Incorporated, a leading professional services firm that specializes in real estate and
investment management
• Non-executive Chairman (2005 - 2020)
Boston Consulting Group, a global management consulting firm
• Executive Advisor (2001 - 2008)
Brand Marketing
Management Northern Trust Corporation, a financial services firm
• President, Corporate and Institutional Services (1994 - 2000)
Customer-
Other Public
Centric Company Board Ms. Penrose brings to our Board extensive experience in and knowledge of investment services, banking,
and real estate, all areas of significance to the Company. She is well-versed in strategy and business
development, finance, and leadership development and succession planning. Ms. Penrose also has
significant experience in corporate governance from her service on other public company boards,
Finance/Capital
Markets
Real Estate including as former non-executive chairman at Jones Lang LaSalle Incorporated. In addition, Ms. Penrose
co-founded the Corporate Leadership Center, a non-profit organization that partners with leading
institutions to offer programs in executive leadership development.
Global Sustainability/ Other Directorships:

Experience Corporate Ms. Penrose currently serves on the board of Jones Lang LaSalle Incorporated.
Responsibility
Human Capital
Management
John Rogers, Jr. | 63 Independent

Founder, Chairman, Co-Chief Director Since Board Committees
Executive Officer and Chief 2003 Compensation, Governance
Investment Officer
Ariel Investments, LLC
Ariel Investments, LLC, a privately-held institutional money management firm
• Founder, Chairman, Co-Chief Executive Officer and Chief Investment Officer (1983 - Present)
• Chief Executive Officer (1983 - 2019), Co-Chief Executive Officer (2019 - Present)
Ariel Investment Trust, an investment company consisting of mutual funds managed by Ariel
Brand Human Capital Investments, LLC
• Trustee (2000 - Present; 1986 - 1993)
Customer- Other Public Mr. Rogers’ experience as a long-serving chief executive officer of an institutional money management
Centric Company Board firm has given him broad knowledge of finance, leadership development and succession planning,
as well as strategy and business development. Mr. Rogers’ investment management knowledge also
provides a unique perspective on shareholder relations. Mr. Rogers is passionate about diversity, equity
Finance/Capital Sustainability/ and inclusion and brings perspective to the Company’s corporate responsibility and community affairs
Markets Corporate initiatives. His service on other boards such as Nike, Inc. and The New York Times Company adds global,
Responsibility customer-centric and brand management experience.
Global
Mr. Rogers also serves on the boards of Nike, Inc. and The New York Times Company. Mr. Rogers
Experience previously served on the board of Exelon Corporation.

Paul Walsh | 66 Independent

McLaren Group Limited 2019 Compensation, Sustainability &
Corporate Responsibility
McLaren Group Limited, a privately-owned luxury automotive and technology group
Skills and Qualifications Bespoke Capital Partners LLC, an investment company

• Operating Partner (2019 - Present)
Compass Group PLC, a leading foodservice and support services company

Brand Global • Chairman (2014 - 2020)
Avanti Communications Group plc, a leading satellite operator providing internet and data services
• Chairman (2013 - 2019)
Customer- Human Capital
Centric Management Diageo plc, a multinational beverage company
• Chief Operating Officer (2000)
Digital Marketing Director Qualifications:
Mr. Walsh’s experience as former chief executive officer of a large multinational corporation provides
substantial corporate leadership experience and knowledge of consumer-centric companies. His
Finance/Capital Other Public experience at Diageo brings broader food and beverage industry perspective. He also has held
Markets Company Board executive-level finance positions, including as chief financial officer of Grand Metropolitan Foods and
Intercontinental Hotels. Throughout his career, Mr. Walsh has built success and growth at his companies
through the deployment of effective brand marketing strategies, which brings valuable perspective to
our Board. His background as a UK national based in London provides international diversity on our Board.
Mr. Walsh also serves on the board of FedEx Corporation and is Executive Chairman of Bespoke Capital
Acquisition Corp. Mr. Walsh previously served on the boards of Avanti Communications Group plc,
Compass Group PLC, HSBC Holdings plc and RM2 International, S.A.
Miles White | 66 Independent

Abbott Laboratories 2009 Governance (Chair since 2014), Public
Policy & Strategy, Executive
Abbott Laboratories, a global healthcare company
• Chairman and Chief Executive Officer (1999 - 2020)
Mr. White’s service as chairman and former chief executive officer of a global healthcare company
provides our Board with extensive knowledge of strategy and business development, global operations,
Brand Global finance, leadership development and succession planning, public policy matters, corporate governance,
and regulatory experience. Mr. White’s healthcare experience and knowledge of healthcare technology
advances has enhanced his ability to oversee human capital management, particularly in light of the
COVID-19 pandemic. In addition, Abbott’s focus on developing consumer products and technologies
Customer- Human Capital
Centric Management
brings customer-centric, marketing, digital and healthcare knowledge to our Board. We also benefit from
Mr. White’s strong experience in addressing the needs of a global public company, as well as insights into
our Board’s responsibility to oversee management and operations matters. As Governance Committee
Chair, Mr. White leads our Board’s succession planning and Director candidate selection process, and he
Digital Marketing is periodically involved in shareholder engagement.
Finance/Capital
Mr. White also serves as Executive Chairman of Abbott Laboratories and on the board of Caterpillar, Inc.
Other Public
Markets Company Board
Board and Governance Matters
Board Leadership
Our Company has separate Chairman and CEO roles. Our independent Chairman oversees corporate governance
matters, and our CEO leads the Company’s business. In addition, independent Directors chair our Board Committees,
other than the Executive Committee. This structure promotes effective oversight, strengthens our Board’s
independent leadership, and supports our commitment to enhancing shareholder value and strong governance. We
believe that this structure is important due to the Company’s position as a leading global brand, with more than 39,000
locations in over 100 countries.
Our Chairman oversees our Board and facilitates the flow of information between management and our Board. This
fosters open dialogue and constructive feedback among the independent Directors and management. Further, our
Chairman leads a critical evaluation of Company management, business practices and culture, as well as oversight of
Company strategy. Our Board assesses this leadership structure annually to confirm it continues to meet the evolving
needs of the Company and best serve the interests of shareholders.
Enrique Hernandez, Jr. has served as our Board’s independent Chairman since 2016. Mr. Hernandez has been
re-elected as our Chairman of the Board each year since 2016 due to his accomplishments in this role, his extensive
knowledge of the Company’s operations and governance and his ability to successfully mentor our CEOs.
Mr. Hernandez has significant experience with Company strategy, business practices and human capital, and he has
facilitated strong independent Board oversight during his tenure.
Board Composition and Succession Planning

Our Board is comprised of a diverse, highly-engaged group of Directors with a wide range of skills and experience
who each contribute to overall Board and Committee effectiveness. Each of our Directors is a dynamic leader whose
experiences and perspectives are continually evolving as he or she navigates today’s fast-paced, ever-changing
business environment, both as a Director of McDonald’s and in his or her other professional roles.
Under our Corporate Governance Principles, our Governance Committee is primarily responsible for maintaining
a strong and diverse Board through robust evaluation and succession planning processes, which include
recommending Directors for re-election and identifying new candidates who will bring complementary skills and
varied perspectives to our Board. Our Governance Committee evaluates and determines the most impactful and
desirable mix of characteristics, skills, experience and diversity for our Board as a whole, as well as the qualifications
and attributes of individual Directors and Director candidates. When selecting new Director candidates and
recommending them to the full Board, our Governance Committee considers the qualifications discussed on page 17.
Our Governance Committee also reviews each current Director’s contributions, considering the results of the most
recent Board, Committee and peer evaluations, as further described on page 34.
Our Governance Committee strives to achieve an appropriate balance of continuity and refreshment through a
mix of newer and longer-tenured Directors. Our Governance Committee and Board believe that there should be a
balance of institutional knowledge and fresh perspectives among our Directors, and that long tenure does not itself
impair a Director’s independence and often enhances a Director’s ability to apply independent judgment. While our
Governance Committee and Board consider tenure in evaluating the overall effectiveness of our Board, it is not a
dispositive factor. Our Governance Committee and Board also consider each Director’s availability and willingness to
serve on our Board, recognizing that it is a significant time commitment.
As the Company’s strategic priorities continue to evolve and in consideration of potential retirements and departures,
our Governance Committee continues to proactively evaluate our Board’s composition and succession planning to
facilitate a smooth transition and continuity of skills, experience and diversity in the boardroom.

Board Diversity
Our Governance Committee proactively seeks diverse Director candidates to provide representation of varied
backgrounds, perspectives and experience in the boardroom to support the global demands of our business. When
seeking new Director candidates, our Governance Committee actively endeavors to include women, racial and/or
ethnic minorities, and geographically-diverse persons in the candidate pool. As shown below, our Board currently
consists of 50% women, racially and/or ethnically diverse Directors:
INDEPENDENT BALANCED EXPERIENCE DIVERSITY

0 to 5 years

5 to 10 years 3 Directors are Female
6 of 12

10 to 15 years Directors are
2 Directors are African
American or Black
11 of 12
female or racially or
ethnically diverse
>15 years
All independent, 1 Director
or Latinx
is Hispanic
except the CEO

Diverse
Our Governance Committee and our Board consider diversity in a broad sense. In addition to gender, race and
ethnicity, our Directors bring, among other attributes, diverse experiences, skills, perspectives and geography. We
believe this provides the skills and backgrounds that are important to drive Company strategy and support our values.
More specifically, the following chart lists the self-identified diverse attributes of our Directors:
Board Diversity Matrix
BOARD SIZE
Total number of Directors 12
GENDER FEMALE MALE
Number of Directors based on gender identity 3 9
NUMBER OF DIRECTORS WHO SELF-IDENTIFY IN ANY CATEGORY BELOW:
African American or Black — 2
Hispanic or Latinx — 1
White or Caucasian 3 6
Selection of New Director Candidates

Our Governance Committee, together with our Board, maintains a robust policy for the consideration of potential
Director candidates and is responsible for establishing criteria, screening candidates and evaluating the qualifications
of persons who may be considered for service as a Director, including candidates nominated or suggested by
shareholders. Our Governance Committee also retains independent third-party search firms, consultants and any
other advisors as appropriate to help identify, screen and evaluate potential Director candidates and to enhance our
Board’s preparedness in the event of an unplanned Director departure.
Our Governance Committee reviews the Director Selection Process guidelines annually. In 2020, our Governance
Committee approved updated Director Selection Process guidelines to align with the Company’s values and the
strategic drivers associated with Accelerating the Arches. These updates highlight important areas of focus for the
Company and our investors, including cybersecurity, digital business models, human capital management, diversity
and inclusion, and sustainability.
The following graphic more fully describes the Company’s selection process for new Directors:
Our Governance Committee considers current and long-term needs of our evolving
Succession business and seeks potential Director candidates consistent with our Director
Planning Selection Process guidelines, as well as current Board structure, tenure, skills, diversity
and experience.
Our Governance Committee engages in a search process to identify qualified Director

candidates, which includes the use of an independent search firm to assess whether
Identification of candidates’ skills, experience and background align with the Company’s business
Candidates strategy and values. Our Governance Committee considers that all Directors and
Director candidates should possess the certain qualifications and skills as described
under the heading “Director Qualifications” on page 17.
Meeting with Potential Director candidates are interviewed by our Chairman, CEO and Governance
Candidates Committee Chair.
Decision and Our Governance Committee recommends, and our full Board nominates, the Director
Nomination candidates best qualified to serve the interests of the Company and our shareholders.
Shareholders consider the nominees and elect Directors at our Annual Shareholders’
Meeting to serve one-year terms. Our Board may also elect Directors on the
Election recommendation of our Governance Committee throughout the year when
determined to be in the best interests of the Company and our shareholders.
Shareholder recommendations for nominees are currently evaluated in the same manner as any other Director
candidates. Our Board’s Director Selection Process guidelines are available on the Company’s website at:
https://corporate.mcdonalds.com/corpmcd/investors/corporate-governance/governance-resources.html.

Director Independence
Our Corporate Governance Principles require that all non-management Directors be independent under applicable
law and listing standards, as well as under our Board’s Standards on Director Independence. Independence is
determined by our Board after reviewing pertinent facts and circumstances and taking into consideration all
applicable laws, regulations and stock exchange listing requirements, as well as the particular requirements under our
Board’s Standards on Director Independence. This is important to determine that Board representation is free of any
relationship with the Company or our management that may impair, or appear to impair, a Director’s ability to make
independent judgments. Our Board considers relationships involving Directors and their immediate family members
and relies on information derived from Company records, questionnaires and other inquiries.
The relationships reviewed by our Board in its most recent determination involved commercial relationships with
companies at which Board members or their immediate family members then served as employees, officers, partners
or had a 10% or more interest.
These commercial relationships involved McDonald’s purchases of products and services in the ordinary course
of business that were made on arm’s-length terms in amounts and under other circumstances that did not affect
Director independence.
Based on its review, our Board determined that none of our non-management Directors has a material relationship
with the Company and that all of them are independent. Currently, our non-management Directors are Lloyd Dean,
Robert Eckert, Catherine Engelbert, Margaret Georgiadis, Enrique Hernandez, Jr., Richard Lenny, John Mulligan, Sheila
Penrose, John Rogers, Jr., Paul Walsh and Miles White. Our Board determined that our CEO, Christopher Kempczinski,
is not independent.
Our Board’s Standards on Director Independence are available on the Company’s website at:
https://corporate.mcdonalds.com/corpmcd/investors/corporate-governance/governance-resources.html.
Board Committees
Our Board has the following standing Committees: Audit & Finance; Compensation; Governance; Public Policy &
Strategy; Sustainability & Corporate Responsibility and Executive. All Committee members are independent as
defined by the listing standards of the New York Stock Exchange (NYSE) and our Board’s Standards on Director
Independence, except for our CEO, who serves solely on the Executive Committee.
Each Committee has the responsibilities set forth in its respective Charter, which has been adopted by our Board. Other
than the Executive Committee, all standing Committees review their respective Charters at least annually, and any changes
are recommended to our full Board for approval. All standing Committee Charters are available on the Company’s website
at: https://corporate.mcdonalds.com/corpmcd/investors/corporate-governance/governance-resources.html.
The primary responsibilities of each standing Committee and current Committee membership are summarized on the
following pages. Each standing Committee also has oversight of risk areas as illustrated on page 35.
Audit & Finance Committee
Committee Members: Relevant Areas of Focus:

John Mulligan (Chair) • Oversee financial reporting, • Evaluate management’s process to
Lloyd Dean accounting, control and compliance assess and manage enterprise risk
Catherine Engelbert matters • Oversee global compliance program,
Margaret Georgiadis • Appoint, retain, compensate and including Sarbanes-Oxley and tax
All members are financially evaluate the independent auditor compliance
literate and qualify as an • Review audit scope and results with • Oversee financial risk and evaluate
“audit committee financial independent and internal auditors management’s process to assess
expert” • Review material financial and manage enterprise risk issues
Meetings in 2020: 9 disclosures, disclosure controls • Review the Company’s capital
and procedures (DCPs) and internal structure, dividend policy and plans
controls over financial reporting for share repurchases
• Preapprove all audit and permitted
non-audit services
Our Audit & Finance Committee establishes its meeting calendar for the following year during the fourth quarter. The
Committee typically addresses the following key matters throughout the year:
First Quarter
• Review Form 10-K, DCPs and internal controls
over financial reporting
• Discuss annual audit results and review
critical audit matters
Second Quarter
• Review critical accounting policies
Q1 • Review Form 10-Q, DCPs and internal Q2
• Review independent auditors’ services controls over financial reporting
and fees
• Update on compliance matters
• Review internal auditors’ year-end report
• Annual review of compliance program
• Approve Committee-related disclosures for Third Quarter
Proxy Statement
• Review Form 10-Q, DCPs and internal
controls over financial reporting
• Review independent audit plan and
Fourth Quarter associated fees for annual audit Q3
• Review Form 10-Q, DCPs and internal • Monitor new or proposed regulatory and
controls over financial reporting accounting initiatives
• Review independent auditors’ services; • Review mid-year internal audit plan
evaluate the auditor, determine auditor
Q4 • Update on compliance matters
independence and appoint auditor for
following year
• Review internal audit plan
• Update on compliance matters
• Review Charter and Committee evaluation

Compensation Committee

Richard Lenny (Chair) • Oversee executive compensation • Review the use of compensation
Lloyd Dean • Review the Company’s executive programs to motivate and retain
John Rogers, Jr. compensation programs and executives, without encouraging
Paul Walsh policies for alignment with strategic excessive risk taking
Meetings in 2020: 7 priorities • For more information, see the
• Oversee equitable administration of Compensation Discussion and
executive compensation programs Analysis beginning on page 42.
Our Compensation Committee establishes its meeting calendar for the following year during the fourth quarter. The
First Quarter
• Review compensation recommendations
for executives, and CEO compensation
• Approve prior year performance results
for compensation plans and current year Second Quarter
incentive compensation awards
• Monitor trends and developments in
• Establish executive compensation
executive compensation
performance targets
Q1 • Review feedback on Say on Pay proposal Q2
• Approve compensation-related disclosures
for the Proxy Statement • Review executives’ progress toward
attaining required stock ownership levels
• Consider shareholder proposals, as
applicable • Approve compensation peer group
Fourth Quarter Third Quarter

• Review compensation program design The Compensation Committee typically does
Q4 • Review risk in compensation programs not meet during the third quarter; however, it Q3
will address matters that arise off-cycle (e.g.,
• Review Charter and Committee evaluation
promotional and new-hire compensation).
Governance Committee

Miles White (Chair) • Advise as to our Board’s structure, • Evaluate Director and Board
Robert Eckert leadership, operations and performance and assess Board
Enrique Hernandez, Jr. Committee memberships composition and size
Sheila Penrose • Set criteria for Board membership • Recommend non-management
John Rogers, Jr. Directors’ compensation
• Develop Board succession plans
Meetings in 2020: 6 and make recommendations to our • Review Corporate Governance
Board on succession matters Principles and oversee
• Consider and recommend governance risks
candidates for election, re-election • Consider trends in corporate
or to fill vacancies governance and present
• Oversee shareholder engagement recommendations to the Board, as
appropriate
Our Governance Committee establishes its meeting calendar for the following year during the fourth quarter. The
First Quarter Second Quarter

• Recommend Annual Shareholders’ • Recommend Committee appointments,
Meeting arrangements and election of Chairman and Chairman
management proposals for Proxy compensation
• Determine independence designations • Review Directors’ compliance with stock Q2
for Directors and Committee members ownership policy
Q1 • Recommend Director nominees or • Update on proxy voting and Annual
candidates for election at Annual Shareholders’ Meeting matters
Shareholders’ Meeting • Discuss Director candidate pipeline/
• Discuss Director candidate pipeline/ succession planning
succession planning
appropriate Third Quarter
• Approve criteria and process for
evaluation of Board, Directors and
Fourth Quarter Committees
• Review Director Selection Process • Review Directors’ Code of Conduct
• Discuss Director candidate pipeline/ • Review Corporate Governance Principles Q3
succession planning • Review Directors’ compensation
Q4
• Review Charter and Board, Director and • Discuss Director candidate pipeline/
Committee evaluations succession planning
• Consider shareholder proposals, as • Review Annual Shareholders’ Meeting
appropriate voting results

Public Policy & Strategy Committee

Robert Eckert (Chair) • Review and monitor the Company’s • Review and monitor government
Catherine Engelbert long-term strategy development and affairs strategies and priorities
Enrique Hernandez, Jr. implementation • Review and monitor tax strategy
John Mulligan • Monitor global impact and reputation • Review and monitor technology and
Miles White
• Monitor trends, regulatory matters cybersecurity (information security)
Meetings in 2020: 5 and other items that materially risks
affect, or could materially affect, the • Review compliance matters,
Company’s business including compliance with the
• Review and monitor the Company’s Company’s Political Contributions
efforts to address human capital Policy and employees’ compliance
matters (e.g., workplace health and with the Company’s Standards of
safety, respectful workplace, and Business Conduct
diversity and inclusion) • Review other risks related to public
• Oversee franchisee relations policy and strategy matters
Our Public Policy & Strategy Committee establishes its meeting calendar for the following year during the fourth
quarter. The Committee typically addresses the following key matters throughout the year:

• Update on global impact and corporate • The Committee does not generally meet Q2
reputation during the second quarter; however, it
• Discuss franchisee relations will address matters that arise off-cycle.
• Update on government relations
Q1
• Discuss human capital management
Third Quarter
• Review technology/cybersecurity
(information security) report • Discuss franchisee relations
• Consider shareholder proposals, as • Update on global impact and corporate
appropriate reputation
• Review technology/cybersecurity
(information security) report Q3
Fourth Quarter • Update on global tax strategy
• Update on global impact and corporate • Discuss business continuity
reputation • Discuss corporate strategy
Q4 • Discuss franchisee relations • Review Annual Shareholders’ Meeting
• Discuss compliance program voting results on shareholder proposals,
as appropriate
• Review Charter and Committee
evaluation
Sustainability & Corporate Responsibility Committee

Sheila Penrose (Chair) • Review and monitor the Company’s • Review global sustainability
Margaret Georgiadis strategies and efforts to address communication plans and reporting
Richard Lenny sustainability and Brand trust • Review risks related to sustainability
Paul Walsh • Oversee important sustainability and corporate responsibility matters
Meetings in 2020: 4 priorities and other matters,
including corporate philanthropy
• Review and monitor the
development and achievement of
the Company’s sustainability goals
and metrics
Our Sustainability & Corporate Responsibility Committee establishes its meeting calendar for the following year
during the fourth quarter. The Committee typically addresses the following key matters throughout the year:

• Discuss Brand purpose initiatives The Committee does not generally meet Q2
• Review trends in ESG disclosure during the second quarter; however, it will
Q1 address matters that arise off-cycle.
• Discuss food safety strategy
appropriate
Third Quarter
• Discuss Brand purpose initiatives
Fourth Quarter • Update on ESG engagement strategy
and reporting plan
• Discuss Brand purpose initiatives
• Update on corporate philanthropy Q3
• Update on ESG investor trends
Q4 • Review Annual Shareholders’ Meeting
• Sustainability year in review
voting results on shareholder proposals,
• Review Charter and Committee as appropriate
evaluation
Other Committees
The Executive Committee may exercise most Board powers during the periods between Board meetings.
The Executive Committee members are Christopher Kempczinski (Chair), Robert Eckert, Enrique Hernandez, Jr.,
John Mulligan, Sheila Penrose and Miles White. The Executive Committee met once during 2020.
In July 2020, our Board formed a Special Committee to oversee the Company’s legal action against our former CEO
and related matters, as the Board recognized the importance of dedicated Board oversight on issues that pose
particular risks to the Company. The Special Committee, consisting of six Directors, remains actively engaged and
receives frequent reports and updates from management and counsel.

Board and Committee Evaluations

Our Board is committed to regular evaluations of itself, our Committees and individual Directors to measure ongoing
effectiveness and succession planning. Each year, Directors are asked to complete a written evaluation of our Board,
the Committees on which they serve, and their peers. The following describes the process by which our Board
currently carries out these evaluations:
Annual Written Directors complete Board, peer and Committee evaluations.

Evaluations Board evaluations consider:
• General Board practices, including fostering a culture that promotes candid
discussion
• Input for improvement
• Suggestions for new skills and experiences for potential candidates
• Effectiveness in attaining diversity on our Board
Peer evaluations consider a Director’s:

• Contributions to Board discussions and decisions throughout the year
• Sharing of knowledge and expertise with our Board and senior management
• Staying informed on matters that impact the Company
• Acting independently and in the best interests of shareholders
Committee evaluations consider:

• Members’ balance of skills and experiences to promote active participation
• Adequacy of information received, including access to non-management resources
• Effectiveness of each Committee except for the Executive Committee, which does
not have a regular meeting schedule but meets on as-needed basis
Chairman holds individual discussions:

• Our Chairman individually discusses with other Directors their views on the overall
effectiveness of our Board, and feedback is considered in connection with the results
of the written evaluations.
Independent Third To protect anonymity and the integrity of our Board and peer evaluation process, an
Party Generates independent third party compiles responses to Board and peer evaluations into a
Report report for our Governance Committee Chair.
Our Governance Committee Chair and full Board discuss our Director and peer
evaluation results. Each Committee discusses its respective evaluation in executive
Discussion of Results session and determines if any follow-up actions are appropriate. The Chair of each
respective Committee then reports the Committee’s conclusions to the full Board.
Regarding the Board evaluation, our Governance Committee Chair reports on the
Governance Committee’s conclusions to the full Board.
Our Board and each Committee (except for the Executive Committee) develops
Incorporation of and executes plans to take actions based on the evaluations, as appropriate. Our
Feedback Governance Committee Chair follows up with Directors regarding their peer evaluation
results, as appropriate.
Risk Oversight
Under the Company’s Corporate Governance Principles, the entire Board is responsible for overseeing the Company’s
enterprise-wide risk management (ERM) framework. The ERM framework is designed to identify, assess and prioritize
strategic, financial and reputational risks with the potential to have a sustained impact on the Company. The Company
periodically reviews the ERM framework and incorporates learnings to drive transparency and strategic decision-
making. Management is responsible for the design and execution of the ERM framework. The Company’s internal
auditors also support risk identification and risk monitoring within the Company. The ERM framework leverages
internal risk committees comprised of cross-functional leadership, which meet regularly to evaluate and prioritize risk
in the context of Accelerating the Arches, with further escalation to our CEO or Board as appropriate.
Our Board exercises oversight of the ERM framework, both as a full Board and through its standing Committees. An
important element of our Board’s oversight involves regular interaction among our Board and senior management
regarding the Company’s risk exposures and mitigation effects as they relate to the Company’s business strategy,
operations and values. Our Board also conducts an annual review of strategic and enterprise risks and considers,
among other items, the Company’s mitigation and overall strategy, competitive landscape, capital structure and
succession planning.
Our Board’s risk oversight process is further described as follows:
Board of Directors
Annual Review of Strategic Risks
• Strategy • Capital structure

• Competitive landscape • Management succession planning
Committees Management
Primary Areas of Risk Oversight Key Risk Responsibilities
Audit & Finance Governance • Design and execute risk

• Financial reporting • Director selection management program
• Internal controls • Board succession • Identify, analyze, mitigate
and escalate risks
• Enterprise risk process • Director compensation
• Evaluate and prioritize
• Capital structure • Governance structure
risks into tiers, further
• Treasury escalating to our CEO
• Compliance and Board as appropriate
• Ongoing engagement
Compensation Sustainability & Corporate with Committee Chairs
• Executive compensation Responsibility on respective areas of
• Global compensation • Brand trust primary risk oversight
program, policies and • Sustainability
incentive plans • Food safety
Public Policy & Strategy

• Strategy • Corporate reputation
• Public policy • Franchisee relations
• Human capital, • Cybersecurity and data
including workforce and privacy (information security)
workplace matters • Compliance
• Government relations • Tax planning

As shown in the graphic, each of the Audit & Finance, Compensation, Governance, Public Policy & Strategy and
Sustainability & Corporate Responsibility Committees are responsible for overseeing risks within their respective
areas of accountability. Additionally, under the Committees’ charters, they have resources and access to outside
advisors. For example, each year the Compensation Committee engages Frederic W. Cook & Co., Inc. (FW Cook) to
conduct a risk assessment on the Company’s executive compensation programs. These Committees report to the full
Board any risks that the Committees conclude may be reasonably likely to be significant to the Company and regularly
update the full Board on their particular risk oversight activities. Our Board also considers evolving risks, such as risks
related to the COVID-19 pandemic, as described in the Proxy Summary on page 8.
More information about specific risks facing the Company are set forth in the Company’s other SEC filings, including
under the heading “Risk Factors and Cautionary Statement Regarding Forward-Looking Statements” in the Company’s
2020 Annual Report on Form 10-K.
Strategy Oversight
Our Board believes that a fundamental understanding of the Company’s business, strategy and industry assists
it in the effective discharge of its duties. As part of its oversight role, our Board regularly reviews the Company’s
performance.
Our Board also holds an annual strategy session with the Company’s senior leadership team and other members of
management who present our Board with important information about the Company’s strategic priorities. In 2020,
the Board oversaw management’s development and adoption of Accelerating the Arches. This plan encompasses
all aspects of McDonald’s business as the leading global omni-channel restaurant brand, and includes a refreshed
purpose to feed and foster the communities McDonald’s and its franchisees serve around the world; values that define
McDonald’s and guide our actions and behaviors; and growth pillars that build on McDonald’s competitive advantages.
Our Board’s engagement in the Company’s business and oversight of the Company’s strategy provides our Board with
important perspectives for the ever-changing business environment.
Management Succession Planning

Our Board regularly reviews short- and long-term succession plans for our CEO and other senior leadership positions.
In assessing possible CEO and other senior leadership candidates, our independent Directors identify the skills,
experiences and attributes they believe are required to be an effective leader in light of the Company’s global business
strategies, opportunities and challenges. This process is designed to prepare the Company for both expected
successions, such as those arising from anticipated retirements, as well as those occurring when executives leave
unexpectedly, or due to death, disability or other unforeseen events.
In 2019, our Board appointed Christopher Kempczinski as President and CEO, Ian Borden as President, International
and Joseph Erlinger as President, McDonald’s USA. In 2020, Mr. Kempczinski continued to build his leadership team,
reflecting a diverse and talented group of leaders. Heidi Capozzi joined the Company in April 2020 as Executive Vice
President and Global Chief People Officer. In October 2020, Katherine Fallon joined the Company as Executive Vice
President and Chief Global Impact Officer to oversee our ongoing efforts to affect positive change around the world.
The Company also made notable changes beyond our executive team. In June 2020, Alistair Macrow was promoted
to Senior Vice President and Global Chief Marketing Officer. In November 2020, Reginald Miller joined the Company
as Vice President and Global Diversity, Equity and Inclusion Officer and Bethany Tate Cornell joined as Senior Vice
President – Chief Learning & Development Officer. Also, in January 2021, Tiffanie Boyd joined the Company as U.S.
Chief People Officer.
Shareholder Engagement
Our Board and management team are highly receptive to feedback and have a robust shareholder engagement
program, as described more fully in the Proxy Summary at page 12. Notably, our engagement since our last Annual
Shareholders’ Meeting has focused on topics including our Company values and culture; business strategy and
performance; board governance, composition and refreshment; executive compensation and human capital.
The following graphics illustrate elements of our ongoing shareholder outreach and engagement throughout the year,
as well as certain items that take place more specifically before, during and after our Annual Shareholders’ Meeting:
Before Annual Shareholders’ Meeting Annual Shareholders’ Meeting

• Discuss shareholder proposals with • Virtual engagement with shareholders
proponents, on case-by-case basis and stakeholders
Q1 • Publish Annual Report and Proxy Statement • Receive voting results for management and Q2
• Engage shareholders and seek feedback on shareholder proposals
matters presented for their consideration
• Report on engagement to Governance
Committee
Off-Season Engagement and Evaluation After Annual Shareholders’ Meeting

of Practices
• Discuss voting results from Annual
• Engage with shareholders and stakeholders Shareholders’ Meeting in light of policies and
regarding our Board, governance, executive practices, as well as feedback received from
compensation and culture to better shareholders, and determine if any follow-up
understand investors’ viewpoints and inform actions are appropriate
boardroom discussions • Review corporate governance trends, recent
Q4 Q3
• Attend and participate in investor and regulatory developments and the Company’s
governance-related events to learn about own corporate governance documents,
emerging trends or issues and further policies and procedures
engage shareholders • Consider topics for discussion during off-
• Evaluate potential changes to Board, season shareholder engagement
governance, executive compensation or
culture in light of shareholder feedback and
review of practices
Board’s Response to Shareholder Proposals

Following our Annual Shareholders’ Meeting, our Governance Committee considers the voting outcomes for
shareholder proposals. In addition, our Governance Committee and other Board Committees, as appropriate, consider
proposed courses of action in light of the voting outcomes of shareholder proposals under their oversight.
At our 2020 Annual Shareholders’ Meeting, an advisory shareholder proposal requesting to change the thresholds to
call special shareholder meetings received support of approximately 42% of shares voted. The Company engaged
with shareholders regarding our governance practices, among other topics as described above, as part of our
ongoing shareholder engagement program. Our Governance Committee continues to believe that in light of the
Company’s ongoing commitment to shareholder engagement and robust governance practices, including the
fact that shareholders currently have a meaningful right to call special meetings, it is not appropriate to take steps
to implement this proposal at this time. Additionally, each time proposals on this topic have been presented to
shareholders for a vote, the proposals received less than majority support, indicating that the holders of a majority of
shares who voted on the proposals continue to support the Company’s current governance practices.

Other Governance Policies and Principles

Corporate Governance Principles
Our Governance Committee regularly reviews the Company’s Corporate Governance Principles and other governing
documents and policies to confirm their appropriateness in light of the Company’s current and expected long-term
circumstances, as well as evolving practices. The Company’s Corporate Governance Principles are available on our
website at: https://corporate.mcdonalds.com/corpmcd/investors/corporate-governance/governance-resources.html.
Code of Conduct
Non-employee Directors must abide by the Company’s Code of Conduct for the Board of Directors. Each year, our
Directors confirm that they have read, and will comply with, the Code of Conduct for the Board of Directors. The
Company’s employees, including executive officers, are subject to the Company’s Standards of Business Conduct.
These codes are available on our website at: https://corporate.mcdonalds.com/corpmcd/investors/corporate-
governance/governance-resources.html.
Meeting Attendance
Directors are expected to attend all Board meetings and meetings of the Committees on which they serve, as well as
our Annual Shareholders’ Meeting. Our Board met eight times in 2020, and our Committees met the number of times
shown beginning on page 29.
On average, our Directors attended 98% of the total number of meetings of our Board and the respective Committees
on which they served in 2020, and each Director attended 75% or more of such meetings. In addition, all Directors
attended the virtual 2020 Annual Shareholders’ Meeting.
Executive Sessions
The independent Directors meet regularly in executive sessions, which, from time to time, include our CEO. An
executive session is typically scheduled immediately before or after each regular Board meeting. At such sessions, our
Chairman presides, except in such matters as may involve his re-election or compensation, or the Board’s governance
structure, in which case our Governance Committee Chair presides. Executive sessions are also regularly scheduled
for Committee meetings, other than the Executive Committee, throughout the year.
Director Orientation and Continuing Education

Upon joining our Board, Directors participate in an orientation, including introductions to members of our senior
leadership and information about our operations, performance, strategic plans, and corporate governance practices.
In addition, members of senior leadership and other speakers are periodically invited to attend portions of Board and
Committee meetings to provide updates on business and general industry trends, governance, regulatory, legal and
financial matters.
Directors are also welcome to participate in continuing education programs to stay informed of developments in
corporate governance and issues relating to the operation of public company boards. Directors also conduct periodic
visits to our restaurants and, of course, are McDonald’s customers. For more information on how Directors oversee
and are informed on Company strategy, see page 36.
Director Compensation
Non-management Directors are compensated for their service on our Board, as described in this section. Directors
who are Company employees do not receive any compensation for their service as a Director.
The Governance Committee annually evaluates the compensation for non-management Directors. Consistent with
this practice, in 2020, the independent compensation consulting firm FW Cook performed a comprehensive review
of non-management Director compensation, including benchmarking director compensation at peer and similarly
sized companies, using the same peer group as is used for executive compensation review and described in the CD&A
portion of this Proxy Statement. Informed by the results of this review, our Governance Committee recommended
that no changes be made to our Director compensation program.
Our Director compensation consists of: (i) an annual cash retainer of $115,000; (ii) an annual grant of common stock
equivalent units with a value of $185,000 under the Directors’ Deferred Compensation Plan (Directors’ Plan); (iii) an
annual cash retainer of $30,000 for our Audit & Finance Committee Chair; and (iv) an annual cash retainer of $25,000
for each Director serving as Chair of the Compensation, Governance, Public Policy & Strategy or Sustainability &
Corporate Responsibility Committees. In addition, the Company matches up to $10,000 of charitable contributions
made annually by Directors to certain types of tax-exempt organizations. In 2020, the Board determined that in
support of the McDonald’s System, each Director would take a 25% reduction in his or her annual cash retainer earned
between April 15 and September 30, 2020, in response to the COVID-19 pandemic.
Common stock equivalent units granted to Directors are credited to an account in the Directors’ Plan that reflects
the gains, losses and dividends associated with a notional investment in our common stock. In addition, Directors
may defer all or a portion of their cash retainers in the form of additional common stock equivalent units under the
Directors’ Plan. Common stock equivalent units so credited are based on a per-share price equal to the closing price of
our common stock on the date the units are credited. Amounts credited are deferred until retirement from the Board
or a date specified by the Director. A Director may elect that all or a portion of the credited common stock equivalent
units be paid in a lump sum or equal annual installments over a period of up to 15 years, beginning after retirement
from the Board. In the event of death, amounts are paid in a lump sum. All amounts paid from the Directors’ Plan are
paid in cash.
In recognition of his leadership as Chairman, which has helped the Company maintain strong financial performance
and uphold its values, in 2020 the disinterested members of our Board awarded Mr. Hernandez a $250,000 cash
retainer and restricted stock units (RSUs) with a deemed grant date value of $250,000. The RSUs vest on the later of
his retirement from the Board or the first anniversary of the grant date. The compensation for Mr. Hernandez’s service
as Chairman remains unchanged since 2016. This level of compensation reflects the significance of the independent
Chairman’s role at McDonald’s, particularly through times of business turnaround and growth, and Mr. Hernandez’s
unique qualifications, including his Board leadership and business strengths.

The following table summarizes the compensation received by each non-management Director serving in 2020:
Fees earned Stock All other

or paid in cash awards compensation Total
Name ($)(1) ($)(2) ($)(3) ($)
Lloyd Dean 101,731 185,000 10,600 297,331

Robert Eckert 126,731 185,000 10,600 322,331
Catherine Engelbert 101,731 185,000 4,500 291,231
Margaret Georgiadis 101,731 185,000 10,600 297,331
Enrique Hernandez, Jr. 351,731 435,067 10,600 797,398
Richard Lenny 126,731 185,000 10,600 322,331
John Mulligan 131,731 185,000 10,600 327,331
Sheila Penrose 126,731 185,000 10,600 322,331
John Rogers, Jr. 101,731 185,000 10,600 297,331
Paul Walsh 101,731 185,000 10,600 297,331
Miles White 126,731 185,000 10,600 322,331
As described above, Directors may defer all or a portion of their retainer earned in the form of additional common stock equivalent units under the
(1)
Directors’ Plan. The above amounts reflect the temporary reductions between April 15 and September 30, 2020.
(2)
Amounts in this column represent the aggregate grant date fair value of common stock equivalent units computed in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718) and granted to each non-management Director who served
on the Board during 2020. As discussed above, this column also includes 1,325 RSUs granted to Mr. Hernandez in connection with his service as
Chairman, with an aggregate grant date fair value of $250,067 computed in accordance with ASC 718. These RSUs shall be payable in either shares of
the Company’s stock or cash, at the Company’s discretion, and shall vest on the later of his retirement from the Board or the first anniversary of the
grant date.
(3)
Represents the Company’s matching gifts of charitable contributions to tax-exempt organizations for participating Directors that were received in
2020 and a McDonald’s gift card provided to Directors as prepayment for their food and beverage expenses at McDonald’s restaurants.
Cumulative Outstanding Stock Awards as of December 31, 2020
Outstanding
Name stock awards
Lloyd Dean 8,438

Robert Eckert 61,562
Catherine Engelbert 931
Margaret Georgiadis 6,516
Enrique Hernandez, Jr. 84,143
Richard Lenny 36,385
John Mulligan 5,824
Sheila Penrose 28,407
John Rogers, Jr. 58,807
Paul Walsh 2,317
Miles White 17,536
Executive Compensation
PROPOSAL
2 Advisory Vote to Approve Executive Compensation

The Board recommends that you vote FOR this proposal.
We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers
for 2020, as disclosed under U.S. Securities and Exchange Commission (SEC) rules, including the Compensation
Discussion and Analysis (CD&A), compensation tables, and related material disclosed in this Proxy Statement.
As fully described in the CD&A, the Company’s executive compensation program is guided by the following long-
standing principles: (i) pay for performance; (ii) drive business results with a focus on creating long-term shareholder
value and (iii) pay competitively. Our executives’ compensation opportunities are predominantly performance-based.
Our Compensation Committee has established challenging financial performance targets, and payouts under our
incentive plans can vary significantly based on Company performance.
The Company faced significant challenges last year, impacting every market in which it operates. Despite the
resilience shown by the Company and the System throughout 2020, the Company did not achieve the minimum
required thresholds on the financial performance metrics for a payout under STIP as a result of the COVID-19
pandemic on our business. Guided by the Company’s pay for performance philosophy, the Compensation Committee
did not adjust original performance targets or results to account for the impact of the COVID-19 pandemic. Therefore,
executive payouts under the 2020 STIP were $0. Further, our 2018-2020 performance-based restricted stock units
awarded to our executive officers vested at 0%.
In addition, our NEOs other than Ms. Capozzi (whose employment with McDonald’s commenced after this decision
was made) agreed to temporary base salary reductions in light of the effects of the COVID-19 pandemic across our
System. Mr. Kempczinski took a 50% reduction in salary and Messrs. Ozan, Borden, Erlinger and Krulewitch took a 25%
reduction for nearly six months.
While COVID-19 significantly impacted our executives’ overall compensation, employees below the executive level
received a portion of their 2020 annual bonus based upon individual contributions. Further, the Company did not
implement any broad-based furloughs, lay-offs or pay reductions. Finally, the Company continued to deliver strong
results for shareholders over both the one- and three-year periods. Our Compensation Committee believes our
executive compensation program effectively motivates strong performance while balancing risk, thereby aligning the
interests of executives with the interests of shareholders.
Consistent with our past practice, we are asking shareholders to approve an advisory vote on executive compensation.
Although this vote is advisory and non-binding, our Board values the opinion of shareholders, and our Compensation
Committee will review the voting results as well as our ongoing dialogue with shareholders when considering future
executive compensation decisions.
We currently hold our advisory vote on executive compensation annually, and the next advisory vote on executive
compensation is expected to occur at our 2022 Annual Shareholders’ Meeting.

Compensation Committee Report

The Compensation Committee (the Committee) of the Board of Directors has reviewed and discussed the Company’s
Compensation Discussion and Analysis with McDonald’s management. Based on this review and discussion, the
Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in
this Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
Respectfully submitted,
The Compensation Committee
Richard Lenny, Chair

Lloyd Dean
John Rogers, Jr.
Paul Walsh
Compensation Discussion and Analysis

The Compensation Discussion and Analysis describes the Company’s executive compensation program and
provides insights into the Committee’s process and rationale for reviewing and implementing the compensation
program. To enable easier navigation of the information provided below, we have organized the disclosure into the
following sections:
1 Our 2020 Year in Review 43

2 Named Executive Officers 43
3 Compensation Guiding Principles 44
4 Aligning Compensation with Business Strategy 45
5 Compensation Setting Process 46
6 Performance-Based Compensation Metrics 47
7 Direct Compensation Elements 47
8 Other Compensation 49
9 Executive Transitions 50
10 Compensation Policies and Practices 50
1 | Our 2020 Year in Review

The Company faced significant challenges last year, impacting every market in which it operates. As the Company
navigated one of the most difficult years in Company history, we drew on our inherent strengths as our teams worked
to feed and foster communities, making safety and service a priority, putting customers and people first, and running
great restaurants. The investments and choices the Company has made have driven broad-based strength, and the
Company remains committed to staying true to its values, investing for the future and leveraging our competitive
strengths within its Accelerating the Arches strategy.
Despite the resilience shown by the Company and the System throughout 2020, the Company did not achieve
the threshold performance levels approved by the Committee for the Company’s incentive plans ending
December 31, 2020. Guided by the Company’s pay for performance philosophy, the Committee did not adjust
original performance targets or results to account for the impact of the COVID-19 pandemic. As a result, our named
executive officers did not receive STIP payouts for 2020. Further, despite strong performance in 2018 and 2019,
performance-based restricted stock units (PRSUs) awarded to our executives in 2018 had a performance factor of 0%.
Finally, shortly after the pandemic began, the named executive officers listed in last year’s summary compensation
table volunteered to take salary reductions in light of the significant negative effects that COVID-19 had across the
System. Mr. Kempczinski took a 50% reduction in salary and the others took 25% reductions for nearly six months.
While COVID-19 significantly impacted our executives’ overall compensation, eligible employees below the executive
level received a portion of their 2020 STIP award based upon individual contributions. Further, the Company did not
implement any furloughs, lay-offs or broad-based pay reductions.
Importantly, the Company continued to deliver strong results for shareholders over both the one-and three-
year periods.
11.3% Cumulative 1-Year 34.2% Cumulative 3-Year

TOTAL SHAREHOLDER TOTAL SHAREHOLDER
RETURN ending RETURN ending
December 31, 2020 December 31, 2020

2 | Named Executive Officers

Our named executive officers (or NEOs) for 2020 are listed below:
Christopher Kempczinski President and Chief Executive Officer

Kevin Ozan Executive Vice President and Chief Financial Officer
Heidi Capozzi Executive Vice President and Global Chief People Officer
Ian Borden President, International
Joseph Erlinger President, McDonald’s USA
Jerome Krulewitch* Former Executive Vice President, General Counsel and Secretary
* In October 2020, Mr. Krulewitch notified the Company that he was retiring from his role, effective immediately. Please refer to Executive Transitions at
page 50 for more information.

3 | Compensation Guiding Principles

The Company is guided by the following long-standing principles: (i) pay for performance, (ii) drive business results
with a focus on creating long-term shareholder value and (iii) pay competitively. These principles drive the design,
implementation and risk profile of our compensation program.
Throughout the year, management engages in dialogue with a significant portion of our shareholder base on a variety
of matters important to both the Company and its investors, including our executive compensation program (for more
details refer to the Proxy Summary at page 12). The Committee considers feedback received through these direct
discussions with investors as well as prior “Say on Pay” results and the voting results of any shareholder proposals
related to our executive compensation program.
While the Company’s “Say on Pay” proposal received meaningful support in 2020, it was below the strong historical
support levels (at least 90%) from each of the prior five years. Following the vote, the Company sought to engage
with shareholders to better understand what drove their votes and enable the Committee to consider the feedback.
Although certain investors were not supportive of the benefits the Company provided to our former CEO upon
his termination, shareholders were generally supportive of the structure of our executive compensation program
and practices.
First Principle: Pay for Performance
Our executives’ compensation opportunity is predominantly 10%

performance-based. As shown in the graphic to the right, Salary
for 2020, 90% of our CEO’s target total direct compensation
opportunity was performance-based. In addition, for the 16%
37% STIP
NEOs other than Mr. Kempczinski, approximately 80% of the
PRSUs
target total direct compensation opportunity for 2020 was 90%
of CEO’s total target
performance-based (excluding one-time sign-on awards for direct compensation
Ms. Capozzi in connection with her hire). opportunity is
performance-
The Committee has established challenging financial based*
37%
performance targets, and payouts under our incentive plans Options
can vary significantly based on Company performance. This
philosophy continues to guide the Committee even when
facing unprecedented global challenges, as the Committee * The above chart represents the CEO’s target total direct
did not adjust performance targets established prior to the compensation for 2020, using Mr. Kempczinski’s full salary
beginning of the COVID-19 pandemic or the performance without the temporary reduction, target STIP payout, and
ASC 718 values for equity awards granted in 2020.
outcomes against these targets, resulting in 0% payout
factors for 2020 STIP and 2018 PRSUs. Key 2020 Financial Metrics
Our incentive plans are based on diverse strategic financial STIP PRSUs
metrics that are aligned with our key measures of long- • Operating income growth • Earnings per Share
term sustainable growth (as discussed further below under (EPS) growth
Aligning Compensation with Business Strategy and as • Systemwide sales growth • Return on Incremental
illustrated in the graphic to the right). Invested Capital (ROIIC)
• Comparable guest • Total Shareholder
count growth Return (TSR)
Second Principle: Drive Business Results and Long-Term Value Creation
While we believe it is important to reward success against short-term goals, our overall focus is on driving long-term
shareholder value. The Committee regularly considers how the Company’s compensation program drives its current
business strategy, as described below. In order to incentivize long-term value creation, we deliver approximately 75%
of our CEO’s compensation opportunity in the form of equity awards that vest over several years.
Third Principle: Pay Competitively
Our compensation program is designed to attract, engage and motivate talented executives critical to our success.
The Committee monitors the compensation practices of our peer group of companies with which we compete
for talent. Additionally, the Committee considers internal pay equity, as described below, when making executive
compensation decisions.
4 | Aligning Compensation with Business Strategy

Philosophy
The Committee annually reviews the executive compensation program to ensure the program and performance
metrics support the Company’s business strategy. In recent years, this review confirmed that our compensation
program has incorporated multiple aspects of business performance and has provided a clear line of sight to motivate
our executives to drive key initiatives. The Committee ensures the effectiveness of the program by refining the
metrics as needed to reflect the most important elements of business performance in a given year.
2020 Awards
At the beginning of 2020, the Company was executing its Velocity Growth Plan. Consistent with the focus of that
plan, the Committee revised the STIP metrics to add systemwide sales as a core metric for 2020, in addition to
operating income growth and comparable guest count growth. Systemwide sales reflects sales across all McDonald’s
restaurants; and are the basis for calculating franchise revenue, which is important in our business model because
income generation is closely correlated to sales growth. In addition, the Committee removed the delivery sales
modifier from the 2020 STIP because those sales are now embedded in our operating plans. The Committee believed
that determining STIP awards based on the combination of operating income growth (weighted 50%), systemwide
sales growth (weighted 25%) and comparable guest count growth (weighted 25%) was strongly aligned with the key
aspects of the Company’s Velocity Growth Plan. This same approach was reflected in the Committee’s decision to
retain EPS, ROIIC and relative TSR as the metrics for 2020 PRSUs.
2021 Awards
As a result of the COVID-19 pandemic, the macroeconomic operating environment and consumer expectations
changed dramatically in early 2020. This current landscape informed the new Accelerating the Arches growth
strategy the Company announced in November 2020. Accelerating the Arches is a strategic framework for delivering
growth that builds on the Company’s strategic advantages, while also driving greater impact in our communities.
Consistent with this strategy and current consumer behavior, the Committee revised the STIP metrics for 2021 to
increase executives’ focus on driving key top and bottom-line measures, systemwide sales growth and operating
income growth.
The Committee also introduced new metrics focused on human capital to the 2021 STIP in order to reinforce the
importance of the Company’s values and to hold executives accountable for making progress in diversity, equity and
inclusion. These new human capital metrics include a variety of quantitative targets for 2021 related to championing
our Company values, improving diversity representation, and ensuring strong feelings of inclusion among employees.
In future years, the Company will continue to focus on human capital; however, the specific metrics may continue to
evolve along with our goals.
Therefore, for 2021, STIP metrics will be operating income growth (42.5%), systemwide sales growth (42.5%) and
human capital metrics (15%), as depicted below:
42.5% 42.5%
Operating Systemwide
Income Growth Sales Growth
2021
STIP Metrics
15%
Human Capital
Metrics

5 | Compensation Setting Process

As discussed above, the Committee reviews our overall executive compensation program to ensure that it remains
aligned with current business objectives and evolving best practices. The following highlights the Committee’s annual
review process.
FW Cook, the Committee’s independent compensation

Number of meetings:
Input from our consultant, reviews and provides input on overall
Seven throughout 2020
compensation compensation design and management’s recommendations
Agendas: consultant with respect to each of the NEOs (other than the CEO, as
Determined by the described below) at least annually.
Committee Chair with
the assistance of our The Committee considers peer data and market
Chief People Officer Other
benchmarking pay data obtained from various sources,
considerations
Attendees: including Aon plc and Meridian Compensation Partners, LLC.
The Committee, members
of management, including
the Chief People Officer,
as well as representatives Management provides the Committee with its perspectives
Role of
from FW Cook, and when on compensation matters. No member of management is
management
appropriate, other external involved in decisions regarding their own compensation.
professional advisors
The Committee Chair regularly reports to the Board of Directors following Committee meetings. Further, the Chair,
along with the Chairman of the Board, lead the independent directors in the evaluation of our CEO’s performance.
Based upon the results of this performance evaluation and informed by input from FW Cook and the Chief People
Officer, the Committee reviews and approves CEO compensation.
Internal Pay Equity

The Committee considers the following in determining the amounts reflected in our direct compensation
opportunities: competitive considerations, relative scope of responsibilities, individual performance, tenure in
position, and the effect on our general and administrative expenses. In addition, as circumstances warrant, we may
provide compensation to executives outside of our regular compensation structure in connection with their hiring,
promotion or retention (please refer to Executive Transitions below on page 50 for more information related to sign-on
equity awards received by Ms. Capozzi). This permits us to meet specific business objectives without distorting pay
equity. The Company does not discriminate based on gender, race, religion, age or other indigenous factors.
6 | Performance-Based Compensation Metrics

Our 2020 compensation program was comprised of both annual and long-term incentive awards, based on objective
performance metrics (both absolute and relative), as well as our stock price performance, as reflected in the
graphic below:
50% Operating Income Growth The Committee takes a holistic

approach to establishing performance
targets under the Company’s incentive
STIP 25% Systemwide Sales Growth
compensation plans.
25% Comparable Guest Count Growth The Committee recognizes the

importance of achieving an
appropriate balance between
rewarding executives for strong
Stock performance over both the short-
options Share Price and long-term, and establishing
realistic but rigorous targets.
The Committee focuses on the

need to motivate and retain
executives, without encouraging
excessive risk taking.
EPS Growth
PRSUs In setting these objective performance

ROIIC
targets, the Committee considers the
Relative and Absolute TSR Company’s financial objectives and the
economic, industry and competitive
environments.
7 | Direct Compensation Elements

Annual Compensation
Base Salary
As previously described, to maintain competitiveness and internal pay equity, the Committee considers market
practice, scope of responsibilities, individual performance, tenure in position, internal pay equity and the effect on our
general and administrative expenses. In 2020, the NEOs (other than Ms. Capozzi whose employment with McDonald’s
commenced after this decision was made) agreed to temporary base salary reductions of 50% for Mr. Kempczinski
and 25% for each of Messrs. Ozan, Borden, Erlinger and Krulewitch. These reductions were in effect during each
payroll period from April 15 through September 30, 2020.
Short-Term Cash Incentive (STIP)

For 2020, the STIP was aligned with the Company’s Velocity Growth Plan and rewarded growth in operating income
(weighted 50%), systemwide sales (weighted 25%) and comparable guest counts (weighted 25%). Operating income
growth requires the Company to balance increases in revenue with financial discipline to produce strong margins
and a high level of cash flow. Systemwide sales is important in a franchise business as income generation is closely
correlated to sales growth and is also a measure of the financial health of our franchisees. Comparable guest count
growth is a measure of the long-term health of our business as well as growing income. Please refer to Aligning
Compensation with Business Strategy on page 45 for more information on the Committee’s approach with respect to
incorporating performance measures into incentive plans.

The chart below provides the operating income, systemwide sales and comparable guest count growth necessary to
achieve threshold, target and maximum payouts under the 2020 STIP for Corporate:
2020* Threshold Target Maximum

Consolidated operating income growth 0% 4.7% 10.8%
Systemwide sales growth 1.7% 6.1% 10.5%
Comparable guest count growth 0% 0.9% 2.9%
* Payout percentage interpolated for results that fall between each of the performance levels specifically identified.
The 2020 STIP targets for the NEOs are shown in the table below and STIP payouts are capped at 200% of target.
In early 2020, the Committee determined to increase the 2020 STIP target for Mr. Ozan from 100% to 110% as
a result of competitive pay considerations, and for Mr. Borden from 80% to 90%, to align with his promotion to
President, International.
2020 Target STIP award

Named Executive Officer Applicable team factor(s) (% of salary)
Christopher Kempczinski Corporate 170%
Kevin Ozan Corporate 110%
Heidi Capozzi Corporate 80%
Ian Borden IOM (50%)
IDL (25%) 90%
Corporate (25%)
Joseph Erlinger U.S. (75%)
100%
Corporate (25%)
Jerome Krulewitch Corporate 85%
As a result of the impact of the COVID-19 pandemic on our business, the Company did not achieve the minimum
required thresholds on the financial performance metrics for a payout under STIP and no adjustments for the
COVID-19 pandemic were made. Therefore, executive payouts under the 2020 STIP were $0.
Long-Term Incentive Compensation
Components of 2020 Long-Term Incentive Compensation
Performance-based RSUs Stock Options
Each component generally weighted equally
Performance-Based Restricted Stock Units

PRSUs provide the right to receive a share of McDonald’s stock, subject to certain vesting requirements, and accrue
dividend equivalent rights that are reinvested in additional PRSUs and earned in proportion to and only to the extent of
the percentage of PRSUs earned. These awards also align the interests of our NEOs with those of our shareholders by
delivering payouts in the form of Company stock.
PRSUs granted in 2020 will vest on the third anniversary of the grant date, subject to the Company’s achievement of
two key financial metrics, EPS growth and ROIIC. In addition, the PRSUs are subject to a modifier based on relative
TSR measured over the three-year performance period compared to the S&P 500. This balanced set of metrics
encourages an increase in profitability and an efficient and effective use of capital, which will enhance shareholder
value. Consistent with the Company’s cash return to shareholders philosophy at the time of the 2020 PRSU grant,
EPS targets incorporated the planned level of share repurchase during the performance period. While the Company’s
share purchase activity has had a minimal impact on PRSU payouts historically, the Company’s decision to suspend
share repurchase activity in 2020 due to COVID-19 may negatively impact 2020 PRSU payouts.
The PRSUs are also subject to a cap of 100% of target if the Company’s absolute TSR for the three-year performance
period is negative, which supports our commitment to ensuring that the interests of executives are aligned with those
of our shareholders.
Payout of the PRSUs is limited to 200% of the target award (calculated as a cap of 175% of target based on EPS and
ROIIC, subject to a modifier of up to an additional 25% based on the Company’s cumulative TSR versus the S&P 500
Index over the performance period), plus any dividend equivalents earned on the PRSUs.
The chart below provides the compound annual EPS growth and ROIIC necessary to achieve threshold, target and
maximum payouts for the 2020-2022 PRSUs.
2020-2022 Threshold Target Maximum

Compound annual EPS growth 3% 8% 12%
3-year ROIIC 15% 25% 25%
Cumulative TSR v. S&P 500 Index Modifier

0 - 19% -25%
20 - 39% -12.5%
40 - 59% 0%
60 - 79% +12.5%
80 - 100% +25%
In 2018, the Committee granted PRSUs to our executives, which were subject to EPS, ROIIC and relative TSR
performance metrics for the 2018-20 performance period. Although performance in each of 2018 and 2019 was
very strong, the COVID-19 pandemic dramatically impacted 2020 performance, resulting in collective performance
over the full period below the minimum threshold level. As discussed above, there were no adjustments related to the
COVID-19 pandemic and performance payout factor for our executives was 0%.
In addition to the PRSUs awarded as part of the annual grant cycle, from time to time, an executive may receive a
time-based restricted stock unit (“RSU”) award as part of a new hire package or as a retention or promotional incentive.
In 2020, Ms. Capozzi received such a grant of RSUs in connection with her hiring, as more fully described below in the
Executive Transitions section.
Stock Options
Options granted to our NEOs have an exercise price equal to the closing price of our common stock on the grant
date, a term of ten years and vest ratably over four years, subject to continued service. Options provide value only if
our share price increases, thereby closely aligning executive pay with shareholder interests. The Company’s policies
and practices regarding option grants, including the timing of grants and the determination of the exercise price, are
described on page 52.
8 | Other Compensation Elements

Retirement Savings Arrangements
We believe a competitive retirement program contributes to the recruitment and retention of top executive talent.
We do not have any supplemental executive retirement plans. Our NEOs participate in the same tax-qualified defined
contribution retirement savings plan and non-tax qualified deferred compensation retirement plan that is applicable
to U.S.-based employees, except Mr. Borden who participates in the Company’s Canadian retirement program.
Perquisites and Other Benefits

The Company provides certain limited perquisites to NEOs, including a car allowance, financial planning, physical
examination (which are also available for the NEOs’ spouses), life insurance and matching charitable donations.
Mr. Kempczinski is permitted to use the Company’s aircraft for personal travel. Beginning in 2020, the Company
required full reimbursement of costs associated with personal use of the corporate aircraft once the Company’s cost
reaches a predetermined threshold. In certain circumstances, Mr. Kempczinski may permit other executives to use the
aircraft for personal travel or to be joined by their spouses on the aircraft for business travel. The safety and security
of our employees is a priority for the Company; accordingly, we provide risk-based executive security for select NEOs.
The Company does not provide any tax gross-ups on the perquisites described above.

NEOs also participate in the broad-based benefit and welfare plans available to Company staff in general. The
Company maintains a Global Assignee Policy covering all employees and eligible family members who are on
international assignments. The policy provides certain relocation and expatriate benefits, which are intended to
equalize cost of living differences between the home and assignment country, as well as to facilitate the transition
associated with an international assignment. During 2020, Messrs. Borden and Erlinger received benefits under this
policy. As a result of their respective promotions, Messrs. Borden and Erlinger each received incremental benefits in
order to facilitate their families’ transition to their new work locations (London and Chicago, respectively).
Please refer to footnote 4 to the Summary Compensation Table beginning on page 53 for additional details on the
costs of the benefits provided to the NEOs.
Severance and Change in Control Arrangements

The Company has a U.S. severance plan that covers all U.S.-based officers, including our NEOs except Mr. Borden.
Benefits under the U.S. severance plan are described under “Potential Payments Upon Termination of Employment
or Change in Control” beginning on page 59. In the event of Mr. Borden’s departure, he may be entitled to receive
payments and benefits, as required by local law.
The Company does not have any change in control agreements. Further, we do not provide for any single-trigger
change of control benefits or Section 280G tax gross-up payments.
9 | Executive Transitions
In April 2020, the Company hired Ms. Capozzi as Executive Vice President and Global Chief People Officer. In
connection with her hiring, the Committee granted Ms. Capozzi PRSUs and options that have terms consistent with
the annual grants that had been made to our other executives in February 2020. In addition, as an inducement to join
the Company and to replace compensation she forfeited with her former employer, Ms. Capozzi received time-based
RSUs that are scheduled to vest between 2021 and 2024 (subject to continued employment).
In October 2020, Mr. Krulewitch, announced his retirement from his role as Corporate Executive Vice President,
General Counsel and Secretary, effective immediately. Mr. Krulewitch was advised by doctors to step down from
his role for health reasons at that time. While he did not receive an STIP payout under the terms of the plan due to
Company performance, he received favorable termination treatment with respect to his outstanding stock options
and PRSUs in accordance with the terms of these awards (please refer to the discussion beginning on page 59, for
more information on treatment of equity awards upon termination). Mr. Krulewitch also received other benefits
consistent with the Company’s regular compensation programs, in particular short-term disability compensation
and payment for his unused sabbatical. He did not receive any additional benefits outside of the Company’s regular
programs. Mr. Krulewitch entered into a Separation Agreement and General Release with the Company that details
these benefits along with his restrictive covenants owed to the Company.
10 | Compensation Policies and Practices

Policy Regarding Management’s Stock Ownership
The Company maintains stock ownership requirements because it believes executives will more effectively pursue the
long-term interests of shareholders if they are shareholders themselves. The Committee reviews compliance with these
stock ownership requirements annually. Based on the most recent annual evaluation, all NEOs are in compliance.
Executives have five years to achieve their required ownership level. This five-year period restarts when an executive
is promoted to a position with a higher ownership requirement. An executive who is not on track to meet his or her
ownership requirements following the third year (of the five-year period) is required to retain the lesser of 50% of the
net after-tax shares received upon the vesting of an RSU or PRSU award or such percentage of net after-tax shares
necessary to satisfy the applicable requirement. If an executive has not achieved the requisite stock ownership within
five years, they must retain 100% of the net after-tax shares received upon the vesting of an RSU or PRSU award and/or
a stock option exercise until the required ownership level is attained.
The following table illustrates our stock ownership requirements.
Stock ownership requirements Multiple of salary

President & CEO 6x
Other NEOs 4x
Policy Regarding Prohibition on Pledging and Hedging

The Company has adopted restrictions that prohibit executives and directors from engaging in pledging and/
or derivative transactions to hedge the economic risk associated with their Company stock ownership. Further,
executives and directors may not enter into an agreement that has the effect of transferring or exchanging economic
interest in any award.
Independent Compensation Consultant

The Committee has the sole authority to retain and dismiss an independent compensation consultant and has engaged
FW Cook as its consultant. FW Cook also assists the Board of Directors in compiling and summarizing the results of
Board and director evaluations and advising on non-employee director compensation. Consistent with its Charter,
the Committee regularly considers FW Cook’s independence. In 2020, the Committee concluded that FW Cook is
independent and that its work for the Committee did not raise any conflicts of interest. Management may not engage
the Committee’s consultant for any purpose.
Peer Companies
Consistent with our goal of providing competitive compensation to incentivize and retain executive talent, we review
total direct compensation compared to levels at peer companies that we believe are reflective of our business. When
we set executive compensation targets, we use the market median for each compensation element as a reference
point; however, we do not specifically target any element of compensation at a particular percentile.
Annually, based on input from FW Cook, the Committee selects a peer group comprised of companies with which
we compete for talent, including our direct competitors, major retailers, producers of consumer branded goods and
companies with a significant global presence. In identifying the Company’s peer group, the Committee considered
the Company’s industry classification (under the S&P’s Global Industry Classification Standard), and the revenues and
market capitalization of potential peer companies as well as peers of peers, among other criteria.
While we occasionally make changes to the peer group when appropriate, we also believe it is important to have
year-over-year consistency. For 2020, we determined to retain the same peer group to that used in 2019, in particular
given the unique and uncertain macroeconomic environment:
3M Company Kellogg Company The Procter & Gamble Company

Best Buy Co., Inc. Kimberly Clark Starbucks Corporation
Carnival Corporation The Kraft Heinz Company Target Corporation
The Coca-Cola Company Lowe’s Companies, Inc. Walgreens-Boots Alliance, Inc.
Colgate-Palmolive Marriott International Wal-Mart Inc.
FedEx Corporation Mondeléz International, Inc. Yum! Brands Inc.
General Mills, Inc. NIKE, Inc.
Johnson & Johnson PepsiCo

The following table compares McDonald’s size and performance to that of our peer group.
McDonald’s vs. Comparator Group

Sample
Financial Comparisons McDonald’s Percentile Rank Size
Revenues (most recent fiscal year) $18,865 27% 17 out of 23
Market Capitalization (12/31/20)* 159,885.92 73% 7 out of 23
Systemwide Sales (most recent fiscal year) $93,317 86% 4 out of 23
1‐Year TSR (12/31/20)* 11.32% 45% 13 out of 23
3‐Year TSR (12/31/20)* 34.21% 55% 11 out of 23
5‐Year TSR (12/31/20)* 106.71% 68% 8 out of 23
* Data retrieved from Bloomberg Terminal and verified using CapitalIQ. TSR is non‐annualized.
Compensation Recoupment and Forfeiture Provisions

The Company’s STIP awards and equity grant agreements for executives provide that the Company may terminate awards
and/or recapture previously paid awards if a participant engages in willful fraud that: (i) causes harm to the Company or (ii) is
intended to manipulate performance goals either during employment, or after employment has terminated.
Furthermore, executives are required to have executed restrictive covenants as a condition to receiving equity awards.
An executive who violates the restrictive covenants to which they are subject will forfeit outstanding equity awards,
whether or not vested, and may be required to repay awards that have previously been paid.
The Company’s equity grant agreements also contain a repayment/forfeiture provision that triggers repayment of
any benefits received in connection with such grants as may be required to comply with (i) New York Stock Exchange
listing standards adopted in accordance with Section 954 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and
regulations of the Securities and Exchange Commission adopted thereunder, and (ii) similar rules under the laws of
any other jurisdiction, as well as pursuant to any policies adopted by the Company to implement such requirements, in
all cases to the extent determined by the Company to be applicable to the award recipient.
Risk and Compensation Programs

Our compensation program is designed to mitigate the potential for rewarding excessive risk-taking that may produce
short-term results that appear in isolation to be favorable, but which, in fact, may undermine the successful execution
of our long-term business strategy and erode shareholder value. In particular, our executive compensation program
has the following design features that help mitigate risk, as described throughout this Proxy Statement:
• balance of short- and long-term incentives;
• mix of both cash- and stock-based awards;
• objective performance metrics related to various measures of operational performance;
• performance targets closely aligned with the Company’s business plans;
• diverse time horizons for incentive awards;
• caps on all incentive payouts;
• recoupment and forfeiture provisions; and
• significant stock ownership requirements to align with shareholder interests.
Each year, FW Cook reviews the Company’s global incentive compensation programs, including both broad-based
programs and its executive compensation programs, taking into consideration the factors described above. Based on
this review, the Committee agreed with FW Cook’s assessment that the risks arising from its compensation program
are not reasonably likely to have a material adverse effect on the Company.
Policies and Practices Regarding Equity Awards

The Company does not grant equity awards when in possession of material non-public information. The Company
generally makes broad-based equity grants at approximately the same time each year following our release of full-
year financial results; however, the Company may choose to make equity grants outside of the annual broad-based
grant (e.g., as part of a new hire package or as a retention or promotional incentive). Stock options may be granted only
with an exercise price at or above the closing market price of the Company’s stock on the date of grant.
Compensation Tables
Summary Compensation Table
The table below summarizes the compensation earned by our NEOs in 2020, and, to the extent required, 2019 and 2018.
Non-equity
Name and Stock Option incentive plan All other
principal position Year Salary awards awards compensation compensation Total
(a) (b) ($)(c)(1) ($)(e)(2) ($)(f)(3) ($)(g) ($)(i)(4) ($)(j)
Christopher Kempczinski 2020 963,506 4,750,129 4,750,011 0 383,386 10,847,032
President and Chief Executive Officer 2019 867,500 1,250,129 1,250,022 1,707,478 154,026 5,229,155
2018 725,000 2,500,183 1,000,005 336,869 116,283 4,678,340
Kevin Ozan 2020 774,179 1,800,180 1,800,015 0 156,847 4,531,221
Corporate Executive Vice President and 2019 841,667 1,625,078 1,625,011 1,236,750 128,072 5,456,578
Chief Financial Officer
2018 791,667 1,450,043 1,450,015 808,800 149,727 4,650,252
Heidi B. Capozzi 2020 521,907 7,450,306 950,021 0 17,686 8,939,920
Corporate Executive Vice President –
Global Chief People Officer
Ian Borden(5) 2020 587,601 950,211 950,002 0 2,296,449 4,784,263
President, International 2019 561,329 750,078 750,003 714,631 470,856 3,246,897
Joseph Erlinger(5) 2020 686,209 1,125,055 1,125,020 0 1,727,232 4,663,516
President, McDonald’s USA 2019 712,500 850,088 850,022 1,132,819 1,232,877 4,778,306
2018 587,500 750,055 750,009 794,880 1,075,292 3,957,736
Jerome Krulewitch (6)
2020 593,499 1,000,100 1,000,012 0 121,820 2,715,431
Former Corporate Executive Vice President, 2019 642,500 850,088 850,022 803,888 104,923 3,251,421
General Counsel and Secretary
Reflects a temporary reduction in base salary of 50% for Mr. Kempczinski and 25% for each of Messrs. Ozan, Borden, Erlinger and Krulewitch for
(1)
each payroll period from April 15 through September 30, 2020, in response to the COVID-19 pandemic. Annual base salaries as of December 31, 2020
(not reflecting the COVID-related reductions) for our NEOs were as follows: Messrs. Kempczinski: $1,250,000; Ozan: $880,000; Borden: $663,633
(CAD$850,000); Erlinger: $775,000 and Krulewitch: $675,000 and Ms. Capozzi: $725,000. Ms. Capozzi’s base salary in the above table reflects her start
date in April 2020.
(2)
Represents the aggregate grant date fair value of performance-based restricted stock units (PRSUs) granted under the McDonald’s Corporation
Amended and Restated 2012 Omnibus Stock Ownership Plan or the prior plan as then in effect (collectively, the Equity Plan), based on the probable
outcome of the applicable performance conditions and excluding the effect of estimated forfeitures during the applicable vesting periods of PRSUs,
as computed in accordance with Accounting Standards Codification (ASC) 718. Values generally are based on the closing price of the Company’s
common stock on the grant date. Except as otherwise described herein, PRSUs vest on the third anniversary of the grant date and are subject
to performance-based vesting conditions linked to the achievement of EPS, ROIIC, and a relative TSR modifier over the performance period (as
described beginning on page 48). Since 2019, the PRSUs have been subject to a cap of 100% of target if the Company’s absolute TSR for the three-
year performance period is negative. The fair value of PRSUs that include the TSR modifier is determined using a Monte Carlo valuation model.
Also included are certain time-based RSUs granted to Mr. Kempczinski in 2018 and to Ms. Capozzi in 2020, as described in the Grants of Plan-Based
Awards table on page 55 and the Outstanding Equity Awards at 2020 Year-End table beginning on page 56. See also page 50 of the CD&A under the
heading “Executive Transitions.”
A more detailed discussion of the assumptions used in the valuation of RSU awards (including PRSUs) may be found in the Notes to Consolidated
Financial Statements under “Share-based Compensation” on pages 49 and 58 of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2020.
(3)
Represents the aggregate grant date fair value of options granted under the Equity Plan, excluding the effect of estimated forfeitures during the
applicable vesting periods of options, as computed in accordance with ASC 718. Options have an exercise price equal to the closing price of the
Company’s common stock on the grant date and vest in equal installments over a four-year period. Values for options granted in 2020 are determined
using a closed-form pricing model based on the following assumptions, as described in the footnotes to the consolidated financial statements:
expected volatility based on historical experience of 19.08%; an expected annual dividend yield of 2.31%; a risk-free return of 1.42%; and expected
option life based on historical experience of 5.67 years. Additional information about options is disclosed in the Grants of Plan-Based Awards table on
page 55 and the Outstanding Equity Awards at 2020 Year-End table beginning on page 56. A more detailed discussion of the assumptions used in the
valuation of option awards may be found in the Notes to Consolidated Financial Statements under “Share-based Compensation” on pages 49 and 58
of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

(4)
“All other compensation” for 2020 includes the Company’s contributions to the 401(k) Plan and Deferred Compensation Plan, except for Mr. Borden
who participates in our Canadian retirement plan, as follows:
Christopher Kempczinski $ 177,444

Kevin Ozan $ 126,706
Heidi Capozzi $ 0
Ian Borden $ 10,864
Joseph Erlinger $ 114,245
Jerome Krulewitch $ 88,484
The incremental cost of perquisites is included in the amounts provided in this column and based on actual charges to the Company. This also
includes the following categories of perquisites: car allowance; financial planning; annual physical examinations for the executives and their spouses;
executive security (for select executives); matching charitable donations; Company-paid life insurance. In addition, this includes personal use of the
Company’s aircraft by the CEO. Beginning in 2020, the Company requires full reimbursement of costs associated with personal use once Company
costs reach a predetermined threshold. In 2020, the costs for Mr. Kempczinski’s personal flights were $164,418, including fuel, on-board catering,
landing/handling fees, maintenance costs and crew costs attributable to personal flights and excluding fixed costs, such as pilot salaries and the cost
of the aircraft. In certain circumstances, the CEO may permit other executives to use the aircraft for personal travel or to be joined by their spouses
on the aircraft for business travel. In 2020, to help mitigate the risks associated with traveling during COVID-19, Messrs. Borden and Erlinger were
permitted to use the aircraft in connection with their respective relocations resulting from their new roles. The Company does not provide any tax
gross ups on the perquisites described above.
In addition, Mr. Borden was based overseas and relocated internationally during 2020, and Mr. Erlinger was based overseas in part of the year prior
to relocating back to the U.S. Accordingly, Messrs. Borden and Erlinger received certain benefits in connection with their respective international
assignments and relocations. For Mr. Borden, this includes: Company-provided housing (in the amount of $340,249, which includes rent, temporary
housing, utilities, rental furniture and an appliance reimbursement allowance); a cost-of-living adjustment; global health insurance; children’s tuition;
family, home leave and relocation allowances; an exploratory relocation trip; meal voucher; international destination services; shipment of household
goods; tax preparation fees; a global banking allowance; visa and legal fees; and tax equalization in the amount of $1,614,558. For Mr. Erlinger, this
includes: Company-provided housing (in the amount of $160,318, which includes rent, temporary housing, utilities, maintenance and council tax);
a cost-of-living adjustment; global health insurance; family, home leave and relocation allowances; an exploratory relocation trip; international
destination services; storage and shipment of household goods; tax preparation fees; and tax equalization in the amount of $1,206,297.
Certain amounts were paid in non-U.S. currency. In these cases, when the information is available, the amounts reported reflect the exchange rate
(5)
on the date the respective payments were made, and when the information is not available, the amounts reported reflect the average monthly
exchange rate.
(6)
In October 2020, Mr. Krulewitch announced his retirement from the role of Corporate Executive Vice President, General Counsel and Secretary,
effective immediately. For more information, see the section “Mr. Krulewitch’s Retirement” at page 61.
Grants of Plan-Based Awards

All other All other Grant
stock option Exercise date fair
awards: awards: or base value of
Estimated future payouts Estimated future payouts number number of price of stock
under non-equity incentive under equity incentive of shares securities option and
plan awards(1) plan awards(2) of stock underlying awards option
Name Grant date Threshold Target Maximum Threshold Target Maximum or units option ($/Sh) awards
(a) Plan (b) ($)(c) ($)(d) ($)(e) (#)(f) (#)(g) (#)(h) (#)(i) (#)(j) (k) ($)(l)(3)
Christopher STIP 2/18/2020 0 2,125,000 4,250,000
Kempczinski Equity 2/18/2020 0 20,566 41,132 4,750,129
Plan(4)
Equity 2/18/2020 161,565 216.15 4,750,011
Plan(5)
Kevin Ozan STIP 2/18/2020 0 968,000 1,936,000
Equity 2/18/2020 0 7,794 15,588 1,800,180
Plan(4)
Equity 2/18/2020 61,225 216.15 1,800,015
Plan(5)
Heidi Capozzi STIP 2/18/2020 0 580,000 1,160,000
Equity 5/28/2020 0 4,711 9,422 950,067
Plan(4)
Equity 5/28/2020 37,009 188.73 950,021
Plan(5)
Equity 5/28/2020 34,442 6,500,239
Plan(2)
Ian Borden STIP 2/18/2020 0 597,270 1,194,540
Equity 2/18/2020 0 4,114 8,228 950,211
Plan(4)
Equity 2/18/2020 32,313 216.15 950,002
Plan(5)
Joseph Erlinger STIP 2/18/2020 0 775,000 1,550,000
Equity 2/18/2020 0 4,871 9,742 1,125,055
Plan(4)
Equity 2/18/2020 38,266 216.15 1,125,020
Plan(5)
Jerome STIP 2/18/2020 0 573,750 1,147,500
Krulewitch Equity 2/18/2020 0 4,330 8,660 1,000,100
Plan(4)
Equity 2/18/2020 34,014 216.15 1,000,012
Plan(5)
The 2020 STIP measures performance based on growth in operating income (50%), Systemwide sales (25%) and comparable guest counts (25%).
(1)
See the CD&A beginning on page 47 for a discussion of operating income, Systemwide sales and comparable guest counts targets. STIP metrics and
target awards were established based on a percentage of salary and were set in early 2020. There was no STIP amount payable for 2020 to our NEOs
as a result of the Company’s performance against these metrics due to the COVID-19 pandemic. Columns (d) and (e) show the target and maximum
awards the NEOs could have earned. The amounts do not take into account the reductions in salary that occurred for a portion of the year in response
to the COVID-19 pandemic, as described at Footnote 1 to the Summary Compensation Table.
(2)
In 2020, all of the NEOs received two types of equity awards: PRSUs (see columns (f), (g), (h) and (l)), which have dividend equivalent rights, and options
(see columns (j), (k) and (l)). In addition, as described at page 50 of the CD&A, in connection with her hiring, Ms. Capozzi received PRSUs and options
that have terms consistent with the annual grants that had been made to other executives in February 2020. In addition, as an inducement to join
the Company and to replace compensation she forfeited with her former employer, Ms. Capozzi received a sign-on grant of service-based RSUs as
follows: 21,195 RSUs, which vest in two equal installments on May 28, 2021 and 2022, and 13,247 RSUs, which vest in two equal installments on May 28,
2022 and 2024 (which have dividend equivalent rights) (see columns (i) and (l)).
(3)
The values in this column for PRSUs, RSUs and options were determined based on the assumptions described in footnotes 2 and 3, respectively, to
the Summary Compensation Table.
(4)
Reflects grants of PRSUs. The PRSUs vest on February 18, 2023 (except for Ms. Capozzi, whose PRSUs vest on May 28, 2023, which is the third anniversary
of the grant date), subject to achievement of 3-year compound annual EPS growth of at least 3% (75% weight) and 3-year ROIIC (25% weight) of at least
15%. If performance against EPS and ROIIC meets the threshold for a payout, a relative TSR modifier can impact final payouts by up to plus or minus 25
percentage points. The maximum payout is 200% of target, provided that if absolute TSR for the three-year period is negative the maximum payout is
100% of target. These PRSUs also provide for dividend equivalent rights. See the discussion beginning on page 48 for more information.
(5)
Reflects option grants in 2020. For details regarding options, refer to footnote 3 to the Summary Compensation Table.

Outstanding Equity Awards at 2020 Year-End

Option awards Stock awards
Equity
Equity incentive
incentive plan awards:
plan awards: market or
Number Market number of payout value
Number of Number of of shares value of unearned of unearned
securities securities or units shares or shares, units shares, units
underlying underlying of stock units of or other or other
unexercised unexercised Option Option that stock that rights rights
options options exercise expiration have not have not that have that have
Name exercisable unexercisable price date vested vested not vested not vested
(a) (#)(b)(1) (#)(c)(1) ($)(e) (f) (#)(g)(2) ($)(h)(3) (#)(i)(4) ($)(j)(3)(4)
Christopher Kempczinski 9,291 0 112.11 11/12/2025
39,415 13,138 128.09 3/8/2027
21,009 21,008 157.79 2/19/2028 10,251 2,199,574
12,208 36,621 174.15 2/13/2029
0 161,565 216.15 2/18/2030 35,259 7,565,838
Kevin Ozan 11,329 0 94.89 2/12/2024
36,320 0 97.15 3/16/2025
71,388 0 116.73 2/11/2026
56,307 18,769 128.09 3/8/2027
30,463 30,462 157.79 2/19/2028
15,870 47,607 174.15 2/13/2029
0 61,225 216.15 2/18/2030 27,406 5,880,673
Heidi Capozzi 0 37,009 188.73 5/28/2030 35,073 7,526,052 4,797 1,029,418
Ian Borden 5,948 0 100.05 2/8/2022
5,320 0 94.00 2/13/2023
5,796 0 94.89 2/12/2024
7,264 0 97.15 3/16/2025
17,134 0 116.73 2/11/2026
20,271 6,757 128.09 3/8/2027
13,131 13,130 157.79 2/19/2028
7,325 21,972 174.15 2/13/2029
0 32,313 216.15 2/18/2030 12,879 2,763,527
Joseph Erlinger 8,324 0 97.15 3/16/2025
7,853 0 116.73 2/11/2026
20,271 6,757 128.09 3/8/2027
15,757 15,756 157.79 2/19/2028
8,301 24,903 174.15 2/13/2029
0 38,266 216.15 2/18/2030 15,094 3,238,781
Jerome Krulewitch 9,309 0 94.00 2/13/2023
10,012 0 94.89 2/12/2024
10,594 0 97.15 3/16/2025
14,278 0 116.73 2/11/2026
20,271 6,757 128.09 3/8/2027
15,757 15,756 157.79 2/19/2028
8,301 24,903 174.15 2/13/2029
0 34,014 216.15 2/18/2030 0 0
In general, options expire on the tenth anniversary of grant. For details regarding customary equity treatment upon termination, see the section on
(1)
Potential Payments Upon Termination of Employment or Change in Control beginning on page 59. Mr. Krulewitch’s options will become exercisable
pursuant to their original vesting schedule.
(2)
PRSUs are typically granted to our NEOs subject to performance-based vesting conditions, but from time to time, we grant service-based awards. In
2018, Mr. Kempczinski received a grant of 9,507 shares of service-based RSUs (which have dividend equivalent rights) as a special grant, as reflected
in columns (g) and (h), and which vested on February 19, 2021. In connection with her hiring, Ms. Capozzi received PRSUs and options that have terms
consistent with the annual grants that had been made to other executives in February 2020. In addition, as an inducement to join the Company and
to replace compensation she forfeited with her former employer, Ms. Capozzi received a sign-on grant of service-based RSUs as follows: 21,195 RSUs,
which vest in two equal installments on May 28, 2021 and 2022, and 13,247 RSUs, which vest in two equal installments on May 28, 2022 and 2024 (which
have dividend equivalent rights).
Calculated by multiplying the number of shares covered by the award by $214.58, the closing price of Company stock on the New York Stock
(3)
Exchange on December 31, 2020.

(4)
The following table reflects unvested PRSUs that are scheduled to be paid out as follows if the targets are met at 100% (the PRSUs vesting in
February 2021 were forfeited as a result of the Company’s performance for the 2018 - 2020 performance period):
Number of
performance-
Name* Vesting date based RSUs**
Christopher Kempczinski 02/19/2021 0
02/13/2022 7,334
02/18/2023 21,119
Kevin Ozan 02/19/2021 0
02/13/2022 9,534
02/18/2023 8,003
Heidi Capozzi 05/28/2023 4,797
Ian Borden 02/19/2021 0
02/13/2022 4,401
02/18/2023 4,225
Joseph Erlinger 02/19/2021 0
02/13/2022 4,987
02/18/2023 5,002
* See the Option Exercises and Stock Vested – Fiscal 2020 Table below for more information on Mr. Krulewitch’s PRSUs.
** Number of unvested PRSUs that are scheduled to be paid out include dividend equivalents.
Option Exercises and Stock Vested - Fiscal 2020

Option awards Stock awards
Number Number
of shares Value of shares Value
acquired realized acquired realized
Name on exercise on exercise on vesting on vesting
(a) (#)(b) ($)(c) (#)(d) ($)(e)
Christopher Kempczinski 0 0 11,055 2,198,397
Kevin Ozan 0 0 15,791 3,140,198
Heidi Capozzi 0 0 0 0
Ian Borden 4,149 580,113 5,686 1,130,718
Joseph Erlinger 7,377 890,382 5,686 1,130,718
Jerome Krulewitch* 0 0 20,138 4,398,460
* As a result of Mr. Krulewitch’s disability, in accordance with the terms of the Equity Plan and the applicable award agreements, all of his outstanding
PRSUs vested at the target amount without regard to the performance conditions, as described more fully at the section “Mr. Krulewitch’s Retirement”
at page 61. Mr. Krulewitch’s options will become exercisable pursuant to their original vesting schedule.

Non-Qualified Deferred Compensation - Fiscal 2020

Executive Registrant Aggregate Aggregate Aggregate
contributions contributions earnings in withdrawals/ balance at
Name in last FY in last FY last FY distributions last FYE
(a) ($)(b)(1) ($)(c)(1) ($)(d) ($)(e) ($)(f)(2)
Christopher Kempczinski 1,580,859 160,344 520,717 0 3,691,424

Kevin Ozan 120,815 109,606 459,567 0 5,409,937
Heidi Capozzi 0 0 0 0 0
Ian Borden(3) — — — — —
Joseph Erlinger 443,863 97,145 104,747 0 2,887,504
Jerome Krulewitch 66,743 71,384 483,015 0 5,177,247
Represents salary deferrals which are also reported as compensation for 2020 in the Summary Compensation Table.
(1)
(2)
Includes the following aggregate amounts reported in the Summary Compensation Table in prior years:
Christopher Kempczinski $1,254,899

Kevin Ozan $1,339,381
Heidi Capozzi $ 0
Ian Borden $ 0
Joseph Erlinger $ 618,109
Jerome Krulewitch $ 114,713
(3)
Mr. Borden is not eligible to participate in the Company’s non-qualified deferred compensation plan.
Deferred Compensation Plan

The Company’s Amended & Restated Deferred Compensation Plan (Deferred Plan) is a non-tax qualified, unfunded
deferred compensation retirement plan that allows NEOs and certain highly compensated employees to: (i) make tax-
deferred contributions from their salary and STIP awards and (ii) receive Company matching contributions, in excess
of the Internal Revenue Service (IRS) limits under the Company’s 401(k) Plan.
At the time of deferral, participants must elect how and when they will receive distributions. Participants can elect
distributions to begin upon a specified date (at least three years in the future) or upon their separation from service, as
either a lump-sum distribution or in installments (up to fifteen years). Prior to the 2021 plan year, participants could elect
from the following distribution options: (i) lump-sum in-service distributions; (ii) lump-sum distributions upon separation
from service or (iii) installment payments upon separation from service (in five-, ten- or fifteen-year increments).
Distributions upon a separation from service are delayed for six months following the participant’s separation.
Deferrals are nominally invested in investment options selected by participants and are credited with a rate of return
based on the investment option(s) selected. The investment options are currently based on returns of the 401(k) Plan’s
Capital Preservation Fund, Large Cap Equity Index Fund, and the Company’s Common Stock Fund.
Supplemental Profit Sharing and Savings Plan

Prior to the adoption of the Deferred Plan, the Company’s Supplemental Profit Sharing and Savings Plan
(Supplemental Plan) allowed participants to defer compensation in excess of the IRS limits that applied to the 401(k)
Plan. The Supplemental Plan allowed deferrals of salary and all or a portion of cash incentives, as well as Company
contributions on deferrals of salary and STIP payouts. At the end of 2004, the Company froze the Supplemental Plan.
The investment options for existing accounts under the Supplemental Plan are identical to those under the Deferred
Plan. A participant may elect to have distributions in a single lump-sum, in installments commencing on a date of the
participant’s choice or in an initial lump-sum payment with subsequent installment payments.
Distributions may commence in the year following termination or any later date and must be completed within
25 years. If the participant does not file a distribution election in the year of termination, the participant’s entire
Supplemental Plan balance is paid out in cash in the calendar year following termination. In-service and hardship
withdrawals are permitted subject to certain conditions.
Potential Payments upon Termination of Employment or Change in Control

In the event of a termination or change in control followed by termination of employment, our NEOs except for
Mr. Krulewitch would receive certain payments and benefits, as described below. Mr. Krulewitch’s post-termination
arrangements are discussed on page 61.
Termination of Employment
Severance
The McDonald’s Corporation Officer Severance Plan (Severance Plan) would have provided benefits to Messrs.
Kempczinski, Ozan and Erlinger and Ms. Capozzi upon termination of their employment by the Company without
“cause.” Mr. Borden is not entitled to any severance benefits as the result of a termination beyond any notice
requirements and separation pay required under Canadian law.
The applicable benefits under the Severance Plan consist of a lump-sum payment with respect to severance pay, based on
final salary, and a continued subsidy of medical and dental benefits through COBRA. Amounts are based on position and length
of service. In addition, in a covered termination, each eligible NEO would receive prorated STIP payments based on actual
performance (and paid at the same time payments are made to other participants), unused sabbatical leave, and transitional
assistance. Payments are delayed for six months following termination of employment to the extent required under Code
Section 409A. The Severance Plan excludes severance benefits in the event of termination for performance reasons.
The value of the benefits that would have been payable to eligible NEOs under the Severance Plan, assuming a
covered termination of employment on December 31, 2020, are set forth below:
Salary Benefit
continuation continuation Other Total
Name ($) ($) ($)(1) ($)
Christopher Kempczinski 625,000 9,496 24,400 658,896

Kevin Ozan 778,462 4,626 159,785 942,873
Heidi Capozzi 362,500 8,830 24,400 395,730
Joseph Erlinger 566,347 33,932 24,400 624,679
Reflects outplacement assistance and, for Mr. Ozan, payment for unused sabbatical.
(1)
Stock Options
Under the Equity Plan and the applicable award agreements, if a NEO satisfies the conditions for retirement or “special
circumstances” (meaning the NEO becomes an owner-operator of a McDonald’s restaurant in connection with their
termination or is terminated without “cause,” subject to age and years of Company experience) and agrees to certain
restrictive covenants and a general release of claims in favor of the Company, then their options continue to become
exercisable on the originally scheduled dates. Such options remain exercisable for the full term of the option, in the
case of retirement, and for a lesser period, in the case of termination by the Company without cause.
If a NEO terminates employment as a result of death or disability, the options vest upon termination and remain
exercisable for three years following their termination of employment (but not beyond the expiration date). If the NEO
voluntarily departs, unvested options are forfeited, and vested options remain outstanding and exercisable for 90 days.
In the event of a termination for “cause” (other than a policy violation) all options are immediately forfeited.
If a NEO violates a restrictive covenant following termination, the Company may cancel any outstanding options.
PRSUs
Under the Equity Plan and the applicable award agreements, if a NEO retires or is terminated without “cause,” they
receive full or pro rata vesting of outstanding PRSUs (and related dividend equivalents), subject to the Company
satisfying the applicable performance criteria. PRSUs (and any related dividend equivalents) are not accelerated on
termination of employment, except for termination as a result of death or disability. Upon termination for death or
disability, the performance conditions are waived and 100% of the award (and any dividend equivalents) immediately
vest at target. In the event of a termination for “cause,” all RSUs (and any dividend equivalents) are forfeited.

With respect to the PRSUs held by our NEOs, we are not able to calculate the hypothetical value that each NEO could
have realized as a result of a termination of employment, as vesting is based not only on the period in which the NEO
remained employed, but also on the Company’s actual performance through the entire performance period.
A pro rata portion of Mr. Kempczinski’s service-based RSUs (and any related dividend equivalents) would have vested
in the event the Company had terminated his employment without “cause,” and the full award (and any related
dividend equivalents) would have vested in the event of his death or disability. Based on the closing price of the
Company’s common stock on December 31, 2020, the value of the service-based RSUs held by Mr. Kempczinski would
have been $2,138,504, had his employment been terminated by the Company without “cause” as of that date. Such
award actually vested to Mr. Kempczinski on February 19, 2021.
A pro rata portion of Ms. Capozzi’s service-based RSUs (and any related dividend equivalents) vests in the event the
Company terminates her employment without “cause,” and the full award vests in the event of her death or disability.
Based on the closing price of the Company’s common stock on December 31, 2020, the value of the service-based
RSUs held by Ms. Capozzi would have been $3,039,955, had her employment been terminated by the Company
without “cause” as of that date.
Change in Control
The Company does not have any change in control agreements.
If employment is terminated following a change in control, certain rights under the Severance Plan and Equity Plan
apply. A “change in control” is generally defined in the Equity Plan as either: (i) the acquisition of 20% or more of our
common stock or voting securities by a single purchaser or a group of purchasers acting together; (ii) the incumbent
members of the Board cease to constitute at least a majority of the Board as a result of an actual or threatened
election contest; (iii) a significant merger or other business combination involving the Company; or (iv) a complete
liquidation or dissolution of the Company.
Severance Plan Payments

Had a change in control occurred on December 31, 2020, and their employment was terminated as a result, Messrs.
Kempczinski, Ozan and Erlinger and Ms. Capozzi would have a right to the above-described payments under the
Severance Plan.
Treatment of Equity Awards Upon a Change in Control

Under the Equity Plan and the applicable award agreements, upon a change in control, outstanding unvested options,
RSUs including PRSUs will be replaced by equivalent awards based on publicly traded stock of the successor entity.
The replacement awards will vest and become exercisable or paid out, as applicable, if the NEO’s employment
is terminated for any reason other than “cause” within two years following the change in control. In addition, if
employment is terminated other than for “cause” within two years following the change in control, all options will
remain outstanding for not less than two years following termination or until the end of the original term, if sooner.
If the awards are not replaced (e.g., because the acquirer does not have publicly traded securities) or if the Committee
so determines, vesting will be accelerated. RSUs including PRSUs would vest (with PRSUs vesting at target) and be
paid out upon a Code Section 409A change in control; otherwise, RSUs including PRSUs would be paid out on the
originally scheduled payment date or, if earlier, on the NEO’s death, disability or termination of employment, subject to
any required delay under Code Section 409A. Terminations initiated by the NEO will not result in accelerated vesting of
replacement awards.
If a change in control had occurred on December 31, 2020, and either (i) the outstanding options and RSUs including
PRSUs held by the NEOs could not be replaced or (ii) the Committee so determined, assuming that the transaction
met the applicable definition of a change in control under the Equity Plan and Code Section 409A: (a) options would
have become fully vested, exercisable and free of restrictions and (b) RSUs including PRSUs would have vested
(PRSUs at target) and been paid out immediately. The awards held by the NEOs as of December 31, 2020, are set forth
in the Outstanding Equity Awards at 2020 Year-End table beginning on page 56.
The table below summarizes the value of the change in control payments that the NEOs could have received based
on: (i) in the case of options, the “spread” between the exercise price and the closing price of the Company’s common
stock on December 31, 2020, and (ii) in the case of RSUs including PRSUs, the target number of shares, multiplied by
the closing price of the Company’s common stock on December 31, 2020. The table sets forth the hypothetical value
that the NEOs could have realized as a result of the accelerated equity awards, based on these assumptions. If there
was no change in control, the amounts shown would have vested over time, subject to continued employment and,
with respect to the PRSUs, subject to performance-based vesting conditions.
Stock options RSUs

(closing price on 12/31/20 (target number of shares multiplied
minus exercise price) by closing price on 12/31/20) Total
Name ($) ($) ($)
Christopher Kempczinski 3,809,937 9,765,412 13,575,349

Kevin Ozan 5,278,019 5,880,673 11,158,692
Heidi Capozzi 956,683 8,555,470 9,512,153
Ian Borden 2,218,394 2,763,527 4,981,921
Joseph Erlinger 2,486,024 3,238,781 5,724,805
Mr. Krulewitch’s Retirement

In October 2020, Mr. Krulewitch announced his retirement from the role of Corporate Executive Vice President,
General Counsel and Secretary, effective immediately. Mr. Krulewitch was advised by doctors to step down from his
role for health reasons at that time. Mr. Krulewitch received disability benefits to which he was entitled under the
Company’s policies. In accordance with their terms, his stock options received retirement treatment and his PRSUs
vested in full at the target amount (without regard to the performance conditions) upon his qualifying for disability.
After October 2020, Mr. Krulewitch was no longer eligible for the benefits of the Severance Plan, and a change of
control after that date would not have entitled him to severance benefits described above for the other NEOs.
Deferred Compensation
Following separation from service for any reason, the NEOs who participate will receive distributions from their
accounts under the Deferred Plan and the Supplemental Plan in accordance with their elected distribution schedules,
as described on page 58.
Additional Compensation Matters

Pay Ratio
2021 Pay Ratio
McDonald’s is committed to a strong pay-for-performance culture that closely aligns the interests of executives with those
of shareholders. We aim to have 90% of our CEO’s total target direct compensation opportunity as performance based. In
2020, our CEO took a temporary 50% salary reduction from April 15 to September 30, given the significant negative effects
that the COVID-19 pandemic had across the System. Additionally, the Company did not achieve the minimum required
performance thresholds for 2020 STIP and the Committee did not make any incentive plan adjustments to account for
the business impact of COVID-19. As a result, executive payouts under the 2020 STIP were $0, and our CEO’s 2020 total
compensation of $10,847,032 was significantly lower than in prior years, resulting in a ratio of 1,189:1. The Company believes
that this ratio is not indicative of a typical year, given reduced CEO pay resulting from the negative impacts of COVID-19.
Median Employee Methodology

In 2019, the Company identified its median employee for purposes of the pay ratio disclosure by annualizing one
month’s total gross wages for its employees (other than the CEO) located in markets across the globe who were
employed on October 1, 2019. The Company considered all full-time, part-time, seasonal and temporary workers
employed on such date. Our methodology was straightforward and transparent; we did not exclude employees. Our
median employee for 2020 is the same individual identified in 2019 (a part-time restaurant crew employee located in
the United Kingdom) and had 2020 total compensation of $9,124.
Audit & Finance Committee Matters
PROPOSAL Ratification of the Appointment of Ernst & Young
3 LLP as Independent Auditor for 2021
The Board recommends that you vote FOR this proposal.
Our Audit & Finance Committee is directly responsible for the appointment, compensation, retention, evaluation
and termination of our independent external audit firm. The Committee has appointed Ernst & Young LLP (EY) as
our Company’s independent external audit firm for 2021. In executing its responsibilities, the Committee engages in
a thorough annual evaluation of EY’s qualifications, past performance and continuing independence. Among other
things, the Committee is informed by the results of a comprehensive assessment survey undertaken by senior
financial personnel from our headquarters and largest global markets, and discusses opportunities for improvement
with the lead audit partner. The Committee has sole authority to approve all engagement fees to be paid to EY. In
assessing independence, the Committee reviews the fees paid, including those related to both audit and non-audit
services, and annually reviews compliance with our Hiring Policy for Employees of External Audit Firm and Its
Affiliates. The Committee regularly meets with the lead audit partner without members of management present,
and in executive session with only the Committee members present, which provides the opportunity for continuous
assessment of EY’s effectiveness and independence and for considering alternative audit firms.
EY or its predecessor, Arthur Young & Company, has been retained as our Company’s external audit firm continuously
since 1964. In accordance with SEC rules and EY policies, the firm’s lead engagement partner rotates every five years.
Our Audit & Finance Committee and its Chair are directly involved in the selection of EY’s lead engagement partner.
Our Audit & Finance Committee and our Board of Directors believe that the continued retention of EY as our
Company’s independent external audit firm for 2021 is in the best interests of our Company and its shareholders, and
are therefore asking shareholders to again approve this annual appointment. A representative of EY is expected to
attend our Annual Shareholders’ Meeting, be available to answer shareholders’ questions and have the opportunity
to make a statement. If shareholders do not ratify EY’s appointment, our Audit & Finance Committee will reconsider
the appointment. After such reconsideration, the Committee may exercise its discretion to select another auditor
or retain EY, if it determines such retention to be in the best interests of our Company and shareholders. Even if
shareholders approve the appointment of EY, the Committee may select another independent auditor if it determines
it to be in the best interests of our Company and shareholders.
The Board of Directors recommends that shareholders vote FOR the appointment of Ernst & Young LLP as
independent auditor for 2021.
Audit & Finance Committee Report

The role of the Audit & Finance Committee is to assist the Board in fulfilling its responsibility to oversee our Company’s
financial reporting process. Management is primarily responsible for our Company’s financial statements, including
our Company’s internal control over financial reporting. Ernst & Young LLP (EY), our Company’s independent auditor, is
responsible for expressing an opinion on the conformity of our Company’s annual consolidated financial statements
with generally accepted accounting principles. EY also expresses an opinion on the effectiveness of our internal
control over financial reporting and reviews our Company’s interim financial statements in accordance with applicable
auditing standards. The Audit & Finance Committee oversees our Company’s financial reporting process and internal
control structure on behalf of the Board. The Audit & Finance Committee met regularly with EY and the head of
internal audit, both privately and with management present, during 2020.
In fulfilling its oversight responsibilities, the Audit & Finance Committee reviewed and discussed with management
and EY the audited and interim financial statements, including Management’s Discussion and Analysis, included in our
Company’s Reports on Form 10-K and Form 10-Q.
In connection with its review of our Company’s annual consolidated financial statements, the Audit & Finance
Committee also discussed with EY other matters required to be discussed with the auditor under applicable standards
of the Public Company Accounting Oversight Board (PCAOB), and those addressed by EY’s written disclosures and
presentations provided under the applicable requirements of the PCAOB.
The Audit & Finance Committee is responsible for the appointment, retention, compensation and evaluation of
the independent auditor and appointed EY to serve in that capacity during 2020 and 2021. In that regard, the Audit
& Finance Committee reviewed EY’s independence from our Company and management, including EY’s written
disclosures described above.
Based on the reviews and discussions referred to above, the Audit & Finance Committee recommended to our Board
of Directors that the audited financial statements be included in our Company’s Annual Report on Form 10-K for the
year ended December 31, 2020, for filing with the SEC.
Respectfully submitted,
The Audit & Finance Committee
John Mulligan, Chair

Lloyd Dean
Catherine Engelbert
Margaret Georgiadis

Policy for Preapproval of Audit and Permitted

Non-Audit Services
The Audit & Finance Committee has a policy for the preapproval of all audit and permitted non-audit services to be
provided by EY to our Company. The Audit & Finance Committee may preapprove engagements on a case-by-case
basis or on a class of service basis if the relevant services are predictable and recurring.
Preapprovals for classes of services are granted at the start of each fiscal year and are applicable for the year. In
considering these preapprovals, the Audit & Finance Committee reviews a description of the scope of services falling
within each class and imposes budgetary estimates that are largely based on historical costs. Any audit or permitted
non-audit service that is not included in a preapproved class, or for which total fees are expected to exceed the
relevant budgetary estimate, must be preapproved on an individual basis. Preapproval of any individual engagement
may be granted not more than one year before commencement of the relevant service. Preapprovals of services that
may be provided over a period of multiple years must be reviewed for renewal each year.
The Chief Accounting Officer monitors services provided by EY and overall compliance with the preapproval policy.
The Chief Accounting Officer reports periodically to the Audit & Finance Committee about the status of outstanding
engagements, including actual services provided and associated fees, and must promptly report any noncompliance
with the preapproval policy to the Chair of the Audit & Finance Committee.
In accordance with the policy, all services provided to our Company by EY in 2020 and 2019 were preapproved by the
Audit & Finance Committee.
The policy is available on our website at: https://corporate.mcdonalds.com/corpmcd/investors/corporate-governance/

governance-resources.html.
Auditor Fees and Services

The following table presents fees paid for professional services rendered for the audit of our Company’s annual
financial statements for 2020 and 2019 and fees paid for other services provided by EY in those years:
Dollars in millions 2020 2019

Audit fees (1)
$10.2 $ 8.9
Audit-related fees(2) 0.3 0.5
Tax fees:
Compliance 0.7 2.4
Planning/advisory 0.2 0.7
Total tax fees: 0.9 3.1
Total $11.4 $12.5
Fees for services associated with the annual audit (including internal control reporting), statutory audits required internationally, reviews of Quarterly
(1)
Reports on Form 10-Q and accounting consultations.

(2)
Fees for employee benefit plan audits and certain attestation services not required by statute or regulation.
The text of the shareholder proposals and supporting statements appear exactly as received by the Company unless
otherwise noted. All statements contained in the shareholder proposals and supporting statements are the sole
responsibility of the proponents. The shareholder proposals may contain assertions about the Company or other
matters that we believe are incorrect, but we have not attempted to refute all such assertions. The content in any
website links included in the shareholder proposals, supporting statements and our Board’s statements in opposition
is not part of this Proxy Statement. Each shareholder proposal is required to be voted on at our annual meeting only
if properly presented. Our Board recommends voting AGAINST the shareholder proposals based on the reasons set
forth in our Board’s statements in opposition following each shareholder proposal.
The names and share ownership of the proponents of the shareholder proposals are set forth below. The addresses of
the proponents are available, and will be provided promptly, upon request by email to: shareholder.services@us.mcd.com
or by calling 630-623-7428.
PROPOSAL
4 Report on Sugar and Public Health

Our Board recommends voting AGAINST this proposal.
Mr. John Harrington has notified the Company that he intends to submit the following shareholder proposal at this
year’s Annual Shareholders’ Meeting. As explained below, the Board recommends voting AGAINST this proposal.
The proponent beneficially owns 100 shares of the Company’s common stock, and there were 746,097,417 shares
outstanding as of the record date.
The proponent is responsible for the content of the following proposal, for which the Company and the Board accept
no responsibility:
Shareholder Proposal
McDonald’s 2021
As the world grapples with COVID-19, many underlying health conditions suspected of making people vulnerable to
the pandemic are also associated with elevated dietary intake of sugar: obesity, hypertension, cardiovascular disease,
diabetes, and chronic kidney and liver diseases.
Therefore, our company’s sugar-laden menu may be associated with sugar-related illnesses and vulnerability to
the pandemic.
Moreover, the pandemic has highlighted issues of disproportionate health impacts of COVID-19 on people of color.
According to a recent study, in 2017 our company was one of the top spenders on advertising, the top spender on
Spanish-language TV ad spending and is part of an industry trend to disproportionately target Black and Hispanic
children with junk food ads.
With the rise of diabetes in youth and a better understanding of the influence of marketing on consumption habits,
the American Academy of Pediatrics (AAP) released a policy statement a decade ago, calling for a total ban on a child-
targeted and interactive junk food advertising. Yet our Company continues to market sugary drinks with advertising
detrimentally influencing children’s food preferences and health.
A growing number of jurisdictions have banned the sale of junk food and sugary drinks to children and numerous
community campaigns as seeking to impose taxes as well as new labeling laws for sugary beverages. In 2019, the AAP
and the American Heart Association released a joint statement in support of such taxes, potentially increasing risk
associated with our company’s business.

To defend our products, our company has been funding lobbying efforts generally through trade associations like the
National Restaurant Association to preempt local control, restrict regulations, or confuse the science.
In contrast, the proponents believe our company should be part of the solution and should not be pushing sugary
beverages through advertising or funding “educational” efforts that shift the blame from poor diet causing obesity to
lack of exercise.
Further, the proponents insist the voluntary sugar-reduction targets and initiatives of the Board offers as reason for
a vote “against” are not a substitute for a report that makes clear to shareholders the company’s risk in continuing to
center much of its business around sugar-sweetened products.
Resolved, that shareholders request the board issue a report on Sugar and Public Health, with support from a group
of independent and nationally recognized scientists and scholars providing critical feedback on our company’s sugar
products marketed to consumers, especially those McDonald’s products targeted to children and young consumers.
Such report to shareholders should be produced at reasonable expense, exclude proprietary or legally privileged
information and be published no later than November 1st, 2021 and include an assessment of risks to the company’s
finances and reputation associated with changing scientific understanding of the role of sugar in disease causation.
Our Board’s Statement in Opposition

Our Board recommends voting AGAINST the advisory proposal requesting that the Board issue a report on sugar and
public health. After careful review of this proposal, our Board has determined that the requested report is unnecessary
in light of our ongoing corporate responsibility initiatives and would not provide any meaningful benefit to
shareholders. In making this determination, the Board considered shareholders' minimal support for a nearly identical
proposal the Company received for its 2020 Proxy Statement which received only 9% of votes in support.
The Company continues to enhance customers’ access to balanced menu options, including options with reduced
sugar content, and provides meaningful opportunities for customers to make informed choices. Additionally, there
is existing third-party reporting that is already available to shareholders and customers measuring progress on our
commitments to balanced menu options.
We recognize the important role we have in feeding millions of people every day, and in providing families with a
variety of choices to meet their needs.
While McDonald’s is a global brand, it is part of the local community for millions of customers who visit McDonald’s
restaurants around the world every day. We have demonstrated a strong commitment to families who are not only
customers, but also neighbors of these local restaurants. Accordingly, we have a demonstrated history of listening to and
learning from families to find areas where our System has the best opportunity to create positive and meaningful change.
We believe we can make a difference for families and kids through the Happy Meal and are firmly committed to
providing our customers with balanced choices. We continue to increase customers’ access to fruits and vegetables
and provide opportunities for families to make informed choices in keeping with balanced lifestyles through our long-
standing collaboration with the Alliance for a Healthier Generation. We also understand the immense importance
of responsibly communicating with children, which is why we actively participate in a number of local and regional
pledges around the world, such as the EU Pledge and the Children’s Food & Beverage Advertising Initiative (CFBAI).
In addition to participating in such pledges, in 2018 we announced a global goal to only advertise Happy Meal
bundles that meet our global nutrition criteria by the end of next year.
Over the last several years, we have taken the following actions and continue to make meaningful progress related to
reducing sugar in Happy Meals:
2013 2018 2020

Removed Soda from Happy Announced Goal to Reduce Decreased Added Sugar in Happy
Meal Menu Boards and Added Sugar in Happy Meals Meals, on average, across 20
Advertisements major markets1
2017 2020
McDonald’s USA Transitioned to McDonald’s USA Introduced Reduced
Organic Apple Juice Drink Sugar Low Fat Chocolate Milk
2013 McDonald’s committed to eliminate soda from Happy Meal menu boards and advertisements, prompting an increase in
customers choosing water, milk and 100% juice.
2017 McDonald’s USA transitioned to Honest Kids® Appley Ever After® Organic Juice Drink, as a beverage choice in our Happy
Meals, which has less calories and half the total sugar** than the prior 100% apple juice served in the U.S. restaurants.
2018 McDonald’s publicly announced five new Global Happy Meal Goals that established global nutrition criteria for our Happy
Meals, which included the reduction of added sugar as well as a goal to leverage innovative marketing to generate
excitement for fruit, vegetable, low-fat dairy, whole grains, lean protein and water options for kids. The goals apply to
all markets globally with measurement and reporting of progress across 20 major markets and are expected to be
completed by the end of next year.
2020 McDonald’s USA introduced a new Reduced Sugar Low Fat Chocolate Milk.
2020 McDonald’s publicly announced an improvement in the average nutritional profile of Happy Meal Bundle Offerings
globally, including a decrease of 1.4 grams of added sugar.
** Honest Kids® Appley Ever After® Organic Juice Drink – 35 calories, 8g sugar; prior apple juice – 80 calories, 19g sugar. Honest Kids and Appley Ever After
are registered trademarks of Honest Tea, Inc.
McDonald’s 20 major markets represent nearly 85% of Happy Meal sales: U.S., Canada, Brazil, Argentina, U.K. France, Germany, Austria, Spain,
1
Netherlands, Italy, Poland, Sweden, Switzerland, Russia, Hong Kong, China, Japan, Taiwan and Australia.
Our progress on nutritional improvements in McDonald’s menu has already been validated by an independent,
third party.
Our global efforts with the Alliance for a Healthier Generation are ongoing. In fact, many of the accomplishments
described above were a part of our broader 2013 and 2018 commitments across 20 major markets. As a result of these
initiatives, menu boards promote and market only water, milk and juice as the beverage in Happy Meals.
In 2019, Keybridge, an independent, public policy economic consulting firm, concluded that a majority of McDonald’s
markets, including the U.S., achieved our 2013 commitments two years ahead of schedule. In October 2020, Keybridge
conducted a comprehensive assessment of our progress towards achieving our 2018 goals, known as the Global
Happy Meal Goals, developed in collaboration with the Alliance for a Healthier Generation. As part of this initiative,
global nutrition criteria for the Happy Meal, including mandatory added sugar criteria, was established in consultation
with third-party nutrition experts. Further, all Happy Meal bundles advertised to children must meet global nutrition
criteria as well as any applicable local or regional advertising pledges by the end of next year.
As documented in Keybridge’s report, an average of 43% of Happy Meal Bundle Offerings met the Nutrition Criteria
across our 20 major markets in 2019, and 50% of all beverages sold in Happy Meals in 2019 were water, milk or juice.
Furthermore, over 2.5 billion Happy Meal items sold across these markets contain fruit, vegetable, low-fat dairy,
water, lean protein and/or whole grain and 16 of the 20 major markets sold an increased share of Happy Meal items
containing recommended food groups in 2019 versus 2018.
Additional information about our work with the Alliance for a Healthier Generation and McDonald’s progress is
available to shareholders and customers on our website at: https://corporate.mcdonalds.com/corpmcd/our-purpose-
and-impact/food-quality-and-sourcing/nutrition-and-marketing-practices.html.
Therefore, given our ongoing efforts and strong track record of committing to action and reporting on the
outcomes to shareholders and customers, our Board believes the report requested by this shareholder proposal
is duplicative and will not provide shareholders or customers with meaningful new information, is not advisable
and has the potential to divert resources with no corresponding benefit.
The Board recommends voting AGAINST this proposal.

PROPOSAL
5 Report on Antibiotics and Public Health Costs

The Shareholder Commons, representing Trinity College Cambridge and Amundi Asset Management, has notified the
Company that she/he/they intends to submit the following shareholder proposal at this year’s Annual Shareholders’
Meeting. As explained below, the Board recommends voting AGAINST this proposal. The proponent beneficially owns
4,745 shares of the Company’s common stock, and there were 746,097,417 shares outstanding as of the record date.
no responsibility:
ITEM 5 – External Public Health Cost Disclosure
RESOLVED, shareholders ask that the board commission and disclose a study on the external environment and
public health costs created by the use of antibiotics in the supply chain of our company (the “Company”) and the
manner in which such costs affect the vast majority of its shareholders who rely on a healthy stock market.
The Company signed the Business Roundtable Statement of the Purpose of a Corporation, which reads, “we share a
fundamental commitment to all of our stakeholders.... We commit to deliver value to all of them, for the future success
of our companies, our communities and our country.”
However, the Company is a conventional Delaware corporation, so that directors’ duties emphasize the Company and its
shareholders, but no one else (except to the extent they create value for shareholders). Accordingly, when the financial
return of the Company to its shareholders and the interests stakeholders such as workers or customers clash, the
directors must choose shareholder return. (The Company could become a public benefit corporation1 to prevent this).
For our Company, this may lead to overuse of antibiotics in raising livestock to increase profit, despite increasing
the ability of diseases to resist antibiotics (“AMR”). In addition to the resulting loss of life and increased poverty, AMR
may decrease global GDP 3% by 2030, and almost 4% by 2050.2 At an intermediate discount rate, this will amount to
economic losses by 2050 with a current value of $54 trillion.3
The Company does not report such external costs and consequent economic harm to its supply chain. This
information is essential to shareholders, who are almost all broadly diversified. Indeed, as of June 2020, the top three
holders of our shares are Vanguard, Blackrock and State Street–investment managers with indexed or otherwise
broadly diversified investors.
Such shareholders and beneficial owners are materially harmed when companies impose external costs that lower
GDP, which reduces equity market values.4 While the Company may profit by ignoring externalized costs, diversified
shareholders ultimately pay these costs, and they have a right to ask what they are.
The Company’s prior disclosures and prior shareholder proposals do not address this issue, because they do not
address the public health costs the Company imposes on shareholders as diversified investors who must fund retirement,
education, public goods and other critical social needs. This is a separate social issue of great importance. A study
would help shareholders determine whether to seek a change in corporate direction, structure, or form in order to
better serve their interests and to match its commitment to stakeholders.
Please vote for: External Public Health Cost Disclosure – Proposal 5
1
8 Del. Code Section 361.
2
http://documents1.worldbank.org/curated/en/323311493396993758/pdf/final-report.pdf
3
Id.
4
See, e.g., https://www.advisorperspectives.com/dshort/updates/2020/11/05/market-cap-to-gdp-an-updated-look-at-the-buffett-valuation-indicator (total
market capitalization to GDP “is probably the best single measure of where valuations stand at any given moment”) (quoting Warren Buffet).

Our Board recommends voting AGAINST the advisory proposal requesting that the Company commission and
disclose a study on the external environment and public health costs created by the use of antibiotics in our supply
chain. After careful review of this proposal, the Board has determined that commissioning a study to track and
evaluate larger societal costs is an inefficient use of resources given our existing work to combat Antimicrobial
Resistance (AMR). McDonald’s has a strong track record on this topic and is leading global partnerships within
its supply chain to gather global data on antibiotic use to further develop and implement antibiotic policies. The
proposed study would incur unnecessary expense and divert management’s time and Company resources without
providing any additional benefit to shareholders.
Strong Track Record Combatting AMR. Antimicrobial resistance is a critical global public health issue. McDonald’s
takes seriously our responsibility to address this challenge, striving to provide antibiotic effectiveness for future
generations by working across industry and supply chain with producers, veterinarians, academia and other experts in
the field. McDonald’s longstanding commitment to the reduction of antibiotic use in food animals spans over 17 years,
when in 2003 the Company outlined its position on antibiotic use in its supply chain.
In 2017, the Company implemented its latest Vision for Antimicrobial Stewardship (VAS). The VAS seeks animal
production practices that reduce and, where possible, eliminate the need for antibiotic therapies in animals, by
helping to identify and scale leading practices.
McDonald’s position on the use of antibiotics is one of responsible use. Responsible use of antibiotics focuses on
refining antibiotic selection and administration, reducing their use, and ultimately replacing antibiotics with long-term
solutions to prevent disease and protect animal health and welfare, where possible. The Company remains committed
to treating sick animals aligned with veterinarian direction.
Engaging Multi-Disciplinary Expertise. McDonald's VAS and species-specific policies are based on the “One Health”
approach, which emphasizes the need for collaborative, multi-disciplinary efforts at local, national and global levels to
attain optimal health for people, animals and the environment. As such, McDonald's regularly engages with external
experts, including academics, veterinarians, suppliers, NGOs and producers who have a deep understanding of these
important issues and of responsible use strategies.
Commitments and Progress across the McDonald’s Global Supply Chain. McDonald's is leading global
partnerships within its supply chain to gather global data on antibiotic use and leverages this information to develop
and implement antibiotic policies across chicken, beef and pork.
Chicken. Leaning on external expertise and in partnership with our supply chain, starting in the United States, by
2016, no restaurants served chicken treated with antibiotics important to human medicine.1 In 2017, McDonald’s
announced a global chicken antibiotics policy to eliminate the use of the Highest Priority Critically Important
Antibiotics (HPCIA), as defined by the WHO, by 2027.
In the last 18 months alone, the Company has tracked and gathered data from over 3 billion birds from 80 suppliers
for 88 separate medicines. Through this tracking and reporting program, McDonald’s has verified significant
antibiotic use reductions in our poultry supply chain globally. Markets around the world including Australia, Brazil,
Canada, Japan and those in the European Union have eliminated the use of HPCIAs, and others remain on track to
meet the 2027 commitment.
Beef. In 2018, McDonald’s launched its global beef antibiotics policy. As a first step, the Company committed to
a global pilot test, partnering with producers and suppliers, to establish market specific baseline antibiotic use
from commercial feedlots, small farm operations and dairies. This data will be used to inform market appropriate
reduction targets in collaboration with industry leadership, academia, subject matter experts and our suppliers.
The Company’s long-term goal is the overall reduction of antibiotics important to human health, as defined by the
WHO, across our top 10 beef sourcing markets, representing more than 85% of our global beef supply chain and
which includes the United States. Starting in 2022, McDonald’s will report progress against antibiotic reduction
targets across these markets.
1
As defined by the World Health Organization (WHO).
Pork. As outlined in our VAS, McDonald’s is also committed to developing species-specific antibiotics policies in
pork. A pork antibiotics policy is currently under development.
Further information regarding our strategy, governance and performance on the responsible use of antibiotics is
available on the Company’s website at: https://corporate.mcdonalds.com/corpmcd/our-purpose-and-impact/food-
quality-and-sourcing/responsible-antibiotic-use.html.
Therefore, given the effectiveness of the Company’s current AMR policies and practices and the continuing
attention to the topic by the Company, the Board believes that the commissioned study requested by the
proponent would incur undue cost without commensurate benefit to shareholders.
PROPOSAL
6 Request for Shareholders to Act by Written Consent

Mr. John Chevedden has notified the Company that he intends to submit the following shareholder proposal at this
year’s Annual Shareholders’ Meeting. As explained below, the Board recommends voting AGAINST this proposal.
The proponent beneficially owns 50 shares of the Company’s common stock, and there were 746,097,417 shares
outstanding as of the record date.
no responsibility:
Proposal 6 – Shareholder Right to Act by Written Consent
Shareholders request that our board of directors take such steps as may be necessary to permit written consent by
the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a
meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability
to initiate any appropriate topic for written consent.
This proposal topic won 95%-support at Dover Corporation and 88%-support at AT&T.
This proposal topic also won our 42%-support at the 2019 McDonald's annual meeting. Plus the 2019 proposal did not
point out that Mr. Miles White, chair of the MCD Governance Committee, was apparently ignorant of the basic fact
that written consent can be structured so that all shareholders get notice of a proposed action. Plus Mr. White may be
ignorant of the fact that written consent would require a 73%-approval from the shares that normally vote at the MCD
annual meeting. How can a 73%-vote represent a special interest?
Plus the 2019 proposal on this topic did not point out the fact that it takes 37% of the MCD shares, that typically vote
at the annual meeting, to call for a special shareholder meeting. And the 2019 proposal did not point out that a MCD
director can only be removed for cause which is another way to say it is impossible for shareholder to remove a
director, which makes the right to act by written consent more valuable to shareholders.
A cornerstone of the management resistance to this proposal topic was that “all shareholders have a meaningful
and structured opportunity to consider proposed actions and express their views” at a special shareholder meeting.
However this right took a big hit in 2020 with the avalanche of bare bones online shareholder meetings. Shareholders
are so restricted in online meetings that management will never want a return to a much more transparent in-person
shareholder meeting.
Shareholders are restricted in making their views known at online shareholder meetings because all constructive
questions and comments can be screened out by management.
For instance the Goodyear shareholder meeting was spoiled by a trigger-happy management mute button for
shareholders. And AT&T would not even allow shareholders to speak.
Written consent can be used to replace a director. MCD management pay was rejected by 20% of the votes in 2020
when 10% or less is the norm. Mr. Richard Lenny, chair of the management pay committee, was rejected by 74 million
votes and Mr. Miles White was rejected by 64 million votes.
Now more than ever shareholders need to have the option to take action outside of a shareholder meeting and send a
wake-up call to management, if need be, since tightly controlled online shareholder meetings are the Death Valley of
shareholder engagement and management transparency.
Please vote yes:
Shareholder Right to Act by Written Consent – Proposal 6


Our Board recommends voting AGAINST this advisory proposal requesting that the Company take steps to allow
shareholders to act by written consent. After careful consideration, our Board continues to believe that the ability to
act by written consent is neither necessary nor in our shareholders’ best interests in light of the Company’s existing
strong governance principles, policies and practices. Further, our shareholders have consistently expressed their
opposition to this measure from the same proponent in each of 2014, 2015, 2016, 2018 and 2019.
Our Strong and Evolving Corporate Governance Practices Promote Accountability.
Our Board has demonstrated its long-standing commitment to strong corporate governance principles that promote
shareholders’ rights and our Board’s accountability. By responding to emerging governance best practices over the
years, the Company maintains leading governance policies and characteristics, including:
• Shareholders’ right to call a special meeting; • An annual advisory vote to approve

• Proxy access for Director candidates nominated executive compensation;
by shareholders; • No supermajority voting provisions;
• An independent Chairman of our Board and • No shareholder rights plan; and
independent Board Committee Chairs; • Additional avenues for shareholder input, including:
• Separate Chairman and CEO roles; • The ability of shareholders to suggest Director
• A majority voting standard in uncontested nominees to our Board;
Director elections; • The Company’s robust outreach and engagement with
• The annual election of all Directors; shareholders; and
• Robust Director succession planning; • Mechanisms for shareholders to communicate
• A diverse, independent Board; directly with the full Board, the independent Directors
and/or any individual Director.
• Board tenure that balances refreshment with
institutional knowledge;
Our Shareholders Already Raise Matters with Our Board and Act Outside of the Annual Meeting Cycle.
Active shareholder engagement and responsiveness to shareholder feedback are important to both our Board and
management. The Company maintains a comprehensive engagement program pursuant to which management
reaches out to a wide variety of shareholders throughout the year and reports to our Board regarding shareholders’
views. Board members also participate in certain engagement meetings. In recent engagements, shareholders
expressed interest in discussing a wide variety of important topics – primarily, the Company’s response to COVID-19
and efforts to keep our employees and customers safe; DEI initiatives, including our recent announcements regarding
DEI accountability; the Company’s business strategy and performance under Accelerating the Arches; Board and
corporate governance matters; and environmental, social and other sustainability matters. Since our last Annual
Shareholders’ Meeting, we have engaged with a global and diverse group of shareholders representing nearly 50% of
our outstanding shares in order to better understand investors’ perspectives. This process serves as a valuable input
to the Board and helps inform Board discussions on these topics.
Our Existing Special Meeting Right is a Strong Communication Tool for Our Shareholders.
In addition to our ongoing engagement program and the ability to present matters at the annual shareholders’
meeting, shareholders have other meaningful opportunities to share their views with the Company. Significantly,
shareholders that collectively own at least 25% of the outstanding shares of the Company’s common stock for at
least one year have the ability to request that a special meeting be held outside of the annual meeting. The Company’s
special meeting requirements, which were overwhelmingly adopted by our shareholders in 2012, strike an appropriate
balance between providing shareholders with a meaningful ability to call a special meeting while protecting against a
small minority of shareholders using this mechanism for their own special interests. In fact, shareholders rejected an
advisory shareholder proposal last year that asked if our special meeting thresholds should be modified.
The transparency and fairness of our annual and special meeting processes support all shareholders’ interests and
offer important protections and advantages that we believe are absent from the proposed written consent process.
Specifically, the Company provides advance notice of the date, time and agenda for an annual or special meeting so
that all shareholders have a meaningful and structured opportunity to consider proposed actions and express their
views. Given that shareholders currently have significant year-round opportunities to bring matters to the attention
of the Company, our Board, and other shareholders, our Board believes the ability to act by written consent is neither
necessary nor in shareholders’ best interest.
Our Current Governance Structure Protects McDonald’s 2.9 Million Shareholders.
By contrast, a written consent process creates the risk that a subset of shareholders, including special interest
investors and those who accumulate a short-term voting position through the borrowing of shares, could
disenfranchise others through the ability to act without notice to all shareholders. Written consent could allow a
limited number of shareholders to act on significant matters without providing advance notice to all shareholders or
engaging with the Company or our Board. In this way, a written consent process like the one proposed could deprive
many shareholders of the critical opportunity to assess, discuss, deliberate and vote on pending actions that may
have important and long-lasting ramifications for both them and the Company.
In addition to disenfranchising shareholders, the written consent process could create substantial confusion
and inefficiency for a widely-held public company like McDonald’s, which has over 745 million shares currently
outstanding and over 2.9 million shareholders. Under the proposal, multiple groups of shareholders would be able
to solicit written consents at any time on a range of issues, some of which may be significant and may contain
duplicative or conflicting viewpoints. Such a piecemeal process would not allow for orderly debates on the merits of
proposed actions by all shareholders. Moreover, this unorganized state of corporate affairs would impose significant
administrative and financial burdens on the Company, while providing little or no corresponding benefit to our
shareholders. As a result, the vast majority of S&P 500 companies do not allow shareholders to act by written consent.
In summary, our Board continues to believe that the Company’s strong corporate governance practices,
including a robust set of shareholder rights, active shareholder engagement, demonstrated responsiveness
to shareholders and shareholders’ ability to call a special meeting, provide the appropriate means to advance
shareholders’ interests without potentially disenfranchising some shareholders or creating confusion and
significant administrative and financial burdens for the Company. These rights and practices allow our Board
to oversee the Company’s business and affairs for the benefit of all shareholders while avoiding the governance
risks associated with the right to act by written consent. Finally, shareholders have considered this issue five
times over the last seven years and have opposed it each time, indicating that the Company’s shareholders are
supportive of the Board’s position on this proposal and current governance structure. For these reasons, we
believe the ability to act by written consent is neither necessary nor in shareholders’ best interests.

Stock Ownership
Director Stock Ownership Guidelines and Stock Ownership
and Retention Policy for Senior Officers
The Company has established stock ownership guidelines for Directors, which are regularly reviewed by the
Governance Committee. Under the guidelines, Directors should own Company stock at least equal in value to the
lesser of (i) five times the annual cash Board member retainer or (ii) 10,000 shares within five years of joining the
Board (of which 1,000 shares should be owned within the first year of joining the Board). Other than Paul Walsh and
Catherine Engelbert, who were elected in 2019, all Directors currently meet the guidelines. Directors are prohibited
from entering into any hedging or pledging arrangement with respect to Company stock. The Company also imposes
stock ownership and retention requirements on senior officers through its Executive Stock Ownership and Retention
Policy. The requirements for senior officers are discussed in the Compensation Discussion and Analysis section,
beginning on page 50. The stock ownership guidelines for Directors and the Executive Stock Ownership and Retention
Policy, and the policy with respect to hedging and pledging of Company Stock are available on the Company’s website
at: https://corporate. mcdonalds.com/corpmcd/investors/corporate-governance/governance-resources.html.
Security Ownership of Management

The following table shows the ownership of the common stock and common stock equivalent units for the named
individuals and all Directors and executive officers as a group. Except as indicated below, information reflected in the
following table is as of March 1, 2021. Directors and executive officers as a group owned (directly, indirectly and through
benefit plans) less than one percent of the Company’s common stock:
Name Common stock(1)(2) Stock equivalents(3) Total

Directors
Lloyd Dean 0 8,438 8,438
Robert Eckert 5,000 61,562 66,562
Catherine Engelbert 1,000 931 1,931
Margaret Georgiadis 2,130 6,516 8,646
Enrique Hernandez, Jr.(4) 4,500 85,468 89,968
Richard Lenny 2,288 36,385 38,673
John Mulligan 2,900 5,824 8,724
Sheila Penrose 3,000 28,407 31,407
John Rogers, Jr. 88,500 58,807 147,307
Paul Walsh 0 2,317 2,317
Miles White 5,000 17,536 22,536
Named Executive Officers
Christopher Kempczinski 173,815 59 173,874
Kevin Ozan 311,821 2,500 314,321
Heidi Capozzi 0 0 0
Ian Borden 124,637 0 124,637
Joseph Erlinger 101,197 0 101,197
Jerome Krulewitch(5) 124,170 8,386 132,556
All Directors and executive officers as a group (the Group) (21 persons) 1,037,353 323,689 1,361,042
Includes shares that could be purchased by the exercise of stock options on or within 60 days of March 1, 2021, under the Company’s equity plans, as follows:
(1)
Messrs. Kempczinski: 158,164; Ozan: 286,853; Borden: 110,914 and Erlinger: 93,010; Ms. Capozzi: 0 and the Group: 827,280.
(2)
Directors and executive officers as a group have sole voting and investment power over shares of common stock listed in the above table except as
follows: (i) shared voting and investment powers for shares held by Ms. Georgiadis: 2,130; Messrs. Hernandez: 4,500; Lenny: 2,288 and Mulligan: 2,900.
(3)
Includes common stock equivalent units credited under certain of the Company’s Deferred Plan and the Directors’ Plan, which are payable in cash.
(4)
For Mr. Hernandez, includes 1,325 restricted stock units granted to Mr. Hernandez in connection with his service as Chairman, which shall be payable
in either shares of the Company’s stock or cash, at the Company’s discretion.
(5)
For Mr. Krulewitch, amounts are as of December 31, 2020, and common stock amounts include 113,206 shares that could be purchased by the
exercise of stock options on or within 60 days of December 31, 2020.
Communications
Security Ownership of Certain Beneficial Owners

The following table shows all beneficial owners of more than five percent of the Company’s common stock
outstanding as of December 31, 2020:
Amount and nature of

Name and address of beneficial owner beneficial ownership Percent of class
The Vanguard Group(1) 64,935,787 8.71%
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.(2) 50,747,763 6.80%
55 East 52nd Street
New York, NY 10055
Reflects shares deemed to be beneficially owned by The Vanguard Group (Vanguard), directly or through its subsidiaries, as of December 31, 2020,
(1)
according to a statement on Schedule 13G/A filed with the SEC on February 10, 2021, which indicates that Vanguard, an investment adviser, has sole
voting power with respect to zero shares, shared voting power with respect to 1,234,357 shares, sole dispositive power with respect to 61,669,371
shares and shared dispositive power with respect to 3,266,416 shares. The Schedule 13G/A certifies that the securities were acquired in the ordinary
course and not with the purpose or with the effect of changing or influencing the control of the Company.
(2)
Reflects shares deemed to be beneficially owned by BlackRock, Inc. (BlackRock), directly or through its subsidiaries, as of December 31, 2020,
according to a statement on Schedule 13G/A filed with the SEC on January 29, 2021, which indicates that BlackRock, a parent holding company, has
sole voting power with respect to 44,492,150 of the shares and sole dispositive power with respect to all of the shares. The Schedule 13G/A certifies
that the securities were acquired and are held in the ordinary course and not with the purpose or with the effect of changing or influencing the control
of the Company.
Communications
Communications with our Board
Persons wishing to communicate with our Directors, individually or as a group, may do so by sending an email to:
bod@us.mcd.com. Under our Board’s policy for communications addressed to our Board, the Office of the Corporate
Secretary reviews correspondence, forwards correspondence addressed to an individual Director to that Director, and
screens correspondence directed to multiple Directors or the full Board in order to forward it to the most appropriate
person. Communications that relate to our accounting, internal accounting controls or auditing matters are referred
to the Chair of the Audit & Finance Committee.

Communications
Information on our 2022 Annual Shareholders’ Meeting

The following table summarizes how shareholders may submit proposals, including Director nominations, for our next
year’s annual shareholders’ meeting. Any proposals, including Director nominations, should be delivered via email to:
corporatesecretary@us.mcd.com. Please review the SEC’s Rule 14a-8 and our By-Laws for all requirements.
When the proposal must be

Type of proposal Description / information to be provided received by the Company
Director Our By-Laws permit shareholders to nominate Directors for election No earlier than 5:00
Candidates at an annual shareholders’ meeting. A nominating shareholder must p.m. Central Time
Nominated by provide the information required by our By-Laws and give timely on January 20, 2022,
a Shareholder notice of the nomination to the Office of the Corporate Secretary and no later than 5:00
in accordance with our By-Laws, and each nominee must meet the p.m. Central Time on
qualifications required by our By-Laws. February 22, 2022.
Proxy Access Our By-Laws also provide that, under certain circumstances, a No earlier than 5:00
Candidates shareholder or group of shareholders may seek to include Director p.m. Central Time
candidates that they have nominated in our Proxy Statement. These on January 20, 2022,
proxy access provisions of our By-Laws provide, among other things, and no later than 5:00
that a shareholder or group of up to twenty shareholders seeking to p.m. Central Time on
include Director candidates in our Proxy Statement must own 3% February 22, 2022.
or more of the Company’s outstanding common stock continuously
for at least the previous three years. The number of shareholder-
nominated candidates appearing in any Proxy Statement cannot
exceed the greater of two Directors and 20% of the number of
Directors then serving on our Board. If 20% is not a whole number,
the maximum number of shareholder-nominated candidates would
be the greater of two and the largest whole number below 20%, and
may be reduced under certain circumstances, as described in our By-
Laws. The nominating shareholder or group of shareholders also must
deliver the information required by our By-Laws and satisfy the other
applicable requirements of our By-Laws, and each nominee must
meet the qualifications required by our By-Laws.
Shareholder SEC rules permit shareholders to submit proposals for inclusion in our No later than 5:00
Proposals for Proxy Statement by satisfying the requirements specified in SEC Rule p.m. Central Time on
our 2022 14a-8. December 9, 2021.
Annual
Shareholders’ To be considered for inclusion in our Proxy Statement for our 2022
Meeting Annual Shareholders’ Meeting, shareholder proposals must be
emailed as described above, in addition to meeting the SEC’s other
requirements to have a proposal included in our Proxy Statement for
our 2022 Annual Shareholders’ Meeting.
Other For any proposal that is sought to be presented directly from the floor No earlier than 5:00
Proposals of our 2022 Annual Shareholders’ Meeting, our By-Laws require that p.m. Central Time
for our 2022 timely notice must be given in writing to the Office of the Corporate on January 20, 2022,
Annual Secretary. Our By-Laws also provide that the proposal, as determined and no later than 5:00
Shareholders’ by the Chairman of the meeting, must be a proper subject for p.m. Central Time on
Meeting shareholder action under Delaware law, and the proposal must satisfy February 22, 2022.
certain other requirements set forth in our By-Laws.
We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with its solicitation of proxies
for our 2022 Annual Shareholders’ Meeting. Shareholders may obtain our Proxy Statement (and any amendments and
supplements thereto) and other documents as and when filed by the Company with the SEC without charge from the
SEC’s website at: www.sec.gov.
Transactions with Related Persons
Policies and Procedures for Related Person Transactions
The McDonald’s System has about 39,000 restaurants worldwide, most of which are independently owned and
operated. Within this extensive System, it is not unusual for our business to touch many companies in many
industries, including suppliers of food and other products and services. The Board reviews and approves (or ratifies),
as appropriate, transactions, relationships or arrangements in which the Company is a participant and that involve
Directors, nominees for Director, executive officers, beneficial owners of more than 5% of our common stock, their
immediate family members, including domestic partners, and companies in which they have a material interest.
The Board has a written policy that sets out procedures for the reporting, review and ratification of related person
transactions. The policy operates in conjunction with other aspects of the Company’s compliance program, including
a requirement that Directors and employees report any circumstances that may create or appear to create a conflict,
regardless of the amount involved. Directors and executive officers must also confirm information about related
person transactions, and management reviews its books and records and makes other inquiries as appropriate.
Under the policy, the Board evaluates related person transactions for purposes of recommending to the disinterested
members of the Board whether or not the transactions are fair, reasonable and within Company policies and should be
approved or ratified. Related person transactions involving Directors are reviewed by the Board at least annually.
The Board has considered certain types of potential related person transactions and preapproved them as not
presenting material conflicts of interest. Those transactions include (i) compensation paid to Directors and executive
officers that has been approved by the Board or the Compensation Committee; (ii) Company contributions to Ronald
McDonald House Charities, Inc. and certain other contributions made in limited amounts to other charitable or not-
for-profit organizations; and (iii) transactions in which the related person’s interest arises solely from ownership of
the Company’s common stock and all holders of the common stock receive the same benefit on a pro-rata basis. The
Board considers the appropriateness of any related person transaction not within the preapproved classes in light of
all relevant factors, including:
• The terms of the transaction and whether they are arm’s-length and in the ordinary course of McDonald’s business;
• The direct or indirect nature of the related person’s interest in the transaction;
• The size and expected duration of the transaction; and
• Other facts and circumstances that bear on the materiality of the related person transaction under applicable law
and listing standards.
Related person transactions involving Directors are also subject to approval or ratification by the disinterested
Directors when so required under Delaware law.
Since January 1, 2020, there were no reportable related person transactions, and there are currently no proposed
transactions in excess of $120,000 in which the Company was or is to be a participant and in which any related person
had or will have a direct or indirect material interest.

Questions and Answers
Proxy Materials and Voting Information
1. What is Included in the Proxy Materials?
The proxy materials for the 2021 Annual Shareholders’ Meeting include the Notice of Annual Shareholders’ Meeting,
this Proxy Statement, and our Annual Report on Form 10-K. If you receive a paper copy of these materials, the proxy
materials also include a proxy card or voting instruction form.
2. Why Did I Receive a Notice of Internet Availability of Proxy Materials?

We follow the SEC’s “Notice and Access” rule. Most shareholders receive a Notice of Internet Availability of Proxy
Materials (a Notice) in lieu of a paper copy of the Proxy Statement and our Annual Report on Form 10-K. The Notice
provides instructions on how to access the proxy materials online, describes matters to be considered at our Annual
Shareholders’ Meeting and provides instructions on how to vote your shares. If you receive a Notice, you can request a
paper copy of the proxy materials by following the instructions in the Notice.
3. What is the Record Date?

Our Board set March 22, 2021, as the record date. Shareholders owning McDonald’s common stock at the close of
business on that date may vote at the 2021 Annual Shareholders’ Meeting. On that date, there were 746,097,417 shares
of common stock outstanding and approximately three million shareholders of McDonald’s common stock. Each
share is entitled to one vote on each matter to be voted upon at our Annual Shareholders’ Meeting.
4. What are the Proposals to be Voted on, and What are the Voting Standards?
Board’s Effect of Abstentions and
Proposals Recommendation Voting Standard Broker Non-Votes
1 Election of 12 Directors named in FOR EACH Majority of votes Abstentions and broker
the Proxy Statement, each for a DIRECTOR cast non-votes have no effect on
one-year term expiring in 2022 NOMINEE the proposal
2 Advisory vote to approve executive FOR Majority of votes Abstentions have the
compensation represented at effect of a vote against the
the meeting and proposal; broker non-votes
entitled to vote will have no effect on the
thereon proposal
3 Ratification of the appointment of FOR Majority of votes Abstentions have the
EY as our independent auditor for represented at effect of a vote against
2021 the meeting and the proposal; brokers may
entitled to vote vote in their discretion on
thereon the proposal
4–6 Advisory votes on 3 shareholder AGAINST ALL Majority of votes Abstentions have the effect
proposals, if properly presented SHAREHOLDER represented at of a vote against each
PROPOSALS the meeting and shareholder proposal; broker
entitled to vote on non-votes will have no effect
each shareholder on any shareholder proposal
proposal
With respect to the election of Directors, Directors will be elected by a majority of votes cast, which means that a
nominee is elected only if the votes cast for his or her election exceed the votes cast against his or her election. With
respect to the advisory vote to approve executive compensation, the ratification of the appointment of EY as our
independent auditor for 2021 and the advisory votes on the shareholder proposals, shareholders may (i) vote in favor;
(ii) vote against; or (iii) abstain from voting. Under our By-Laws, to be approved, these proposals must receive the
affirmative vote of a majority of the voting power of the shares represented at our Annual Shareholders’ Meeting and
entitled to vote thereon to be deemed approved by the shareholders.
Broadridge Financial Solutions, Inc. (Broadridge), our independent inspector of election, will treat abstentions on
any one or more of the proposals submitted for shareholder action as shares present for purposes of determining
a quorum, but an abstention on any proposal (other than Director elections) will have the effect of a vote against
approval of that proposal.
5. How Can I Attend the Virtual Annual Shareholders’ Meeting?

To participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/MCD2021 and enter the
unique control number included in your Notice of Internet Availability, on your proxy card, or on the instructions that
accompanied your proxy materials. If your shares are held in street name and your voting instruction form or Notice
of Internet Availability indicates that you may vote those shares through proxyvote.com, then you may access,
participate in, and vote at the Annual Shareholders’ Meeting with the 16-digit control number indicated on that voting
instruction form or Notice of Internet Availability. If you hold your shares in street name and did not receive a 16-digit
control number, please contact your bank, broker or other nominee at least five days before the Annual Shareholders’
Meeting and obtain a legal proxy to be able to participate in or vote at the meeting.
We will have a virtual-only Annual Shareholders’ Meeting in 2021. To participate in the virtual meeting, including to vote
and ask questions, shareholder of records should visit www.virtualshareholdermeeting.com/MCD2021 and enter the
16-digit control number included in your Notice of Internet Availability, on your proxy card, or on the instructions that
accompanied your proxy materials. If your shares are held in street name and your voting instruction form or Notice of
Internet Availability indicates that you may vote these shares through proxyvote.com, the you may access, participate
in and vote at the Annual Shareholders’ Meeting at www.virtualshareholdermeeting.com/MCD2021 with the 16-digit
control number indicated on your voting instruction form or Notice of Internet Availability. If you hold your shares in
street name and did not receive a 16-digit control number, please contact your bank, broker or other nominee at least
five days before the Annual Shareholders’ Meeting and obtain a legal proxy to be able to participate at the meeting.
If you wish to submit a question during the meeting, you may log into www.virtualshareholdermeeting.com/MCD2021
and enter your 16-digit control number and enter a question at the applicable place and click “submit.” We will answer
questions relevant to meeting matters that comply with the meeting rules of conduct during our Annual Shareholders’
Meeting, subject to time constraints.
You may begin to log into the meeting platform beginning at 9:15 a.m. Central Time on Thursday, May 20, 2021. The
meeting will begin promptly at 9:30 a.m. Central Time on May 20, 2021.
Non-shareholders guests may attend the Annual Shareholders’ Meeting, but will not be able to vote or ask questions.
6. How Can I Vote Before our Annual Shareholders’ Meeting?

We encourage shareholders to vote before our Annual Shareholders’ Meeting. Most shareholders have a choice of
voting before our Annual Shareholders’ Meeting by proxy over the Internet, by telephone, by tablet or smartphone by
scanning a QR code, or by using a traditional proxy card or voting instruction form. Refer to the Notice or your proxy
card or voting instruction form to see which options are available to you and how to use them. The Internet, telephone
and tablet or smartphone voting procedures are designed to authenticate shareholders’ identities and to confirm
that their instructions have been properly recorded 401(k) Plan participants, please see the proxy card for voting
instructions and note that your votes must be cast by 11:59 p.m. Eastern Time on May 17, 2021.

7. Can I Vote at the Virtual Annual Shareholders’ Meeting?

We encourage you to vote before the Annual Shareholders’ Meeting. You also may vote online during the virtual
Annual Shareholders’ Meeting by following the instructions provided at www.virtualshareholdermeeting.com/MCD2021
and entering the 16-digit control number included in your Notice of Internet Availability, on your proxy card or on
the instructions that accompanied your proxy materials. If you hold your shares in street name and did not receive
a 16-digit control number, please contact your bank, broker or other nominee at least five days before the Annual
Shareholders’ Meeting and obtain a legal proxy to be able to vote at the meeting.
8. What is a Quorum?
A quorum will be present if the holders of a majority of the shares of common stock entitled to vote are present
virtually at our Annual Shareholders’ Meeting or represented by proxy. Broadridge will determine whether a quorum
is present.
9. How are Votes Tabulated?

Broadridge will tabulate all votes cast at our Annual Shareholders’ Meeting.
10. What is the Difference Between Holding Shares as a Registered

Shareholder or a Beneficial Holder?
If your shares are registered directly in your name with our transfer agent, Computershare, then you are considered a
registered shareholder with respect to those shares. If you hold your shares through an intermediary, such as a bank or
broker, then you are considered the beneficial holder of those shares.
11. What if I am a Registered Shareholder and Do Not Specify a Choice

When Returning a Proxy?
All valid proxies properly executed and received by us before our Annual Shareholders’ Meeting will be voted as
directed by shareholders. Registered shareholders who submit an executed proxy, but do not specify how they want
their shares voted, will have their shares voted as follows:
• FOR the election of all our Board’s nominees for Director as set forth under Election of Directors;
• FOR the approval, on an advisory basis, of executive compensation;
• FOR the ratification of the appointment of EY as our independent auditor for 2021; and
• AGAINST all the shareholder proposals.
12. What if I am a Beneficial Holder and Do Not Give Instructions on

How to Vote?
Each intermediary is subject to certain NYSE rules regarding voting and votes according to its own procedures. Under
NYSE rules, the proposal to ratify the appointment of EY is considered a discretionary item. This means that brokerage
firms may vote in their discretion on behalf of clients who have not furnished voting instructions at least 15 days
before our Annual Shareholders’ Meeting. In contrast, all other proposals in this Proxy Statement are non-discretionary
items. Brokerage firms that have not received voting instructions from their clients on these matters may not vote
on these proposals. These broker non-votes will not be considered in determining the number of votes necessary for
approval and, therefore, will have no effect on the outcome of the votes for these proposals.
13. What if I Want to Change My Vote?

Registered shareholders may revoke their proxy and change their vote before our Annual Shareholders’ Meeting by
submitting written notice to the Corporate Secretary or by submitting a later dated and properly executed proxy (by
Internet, tablet, smartphone, telephone or mail), which must be received by our Company before 11:59 p.m. on May 19,
2021, or by attending the virtual Annual Shareholders’ Meeting and voting online, as indicated above under “How Can
I Vote at the Virtual Annual Shareholders’ Meeting.” Beneficial holders may change or revoke their voting instructions
before our Annual Shareholders’ Meeting by providing instructions again through the means specified on their voting
instruction form (with most having the option of doing so by Internet, tablet, smartphone, telephone or mail), which
must be received before 11:59 p.m. on May 19, 2021, or by attending the virtual Annual Shareholders’ Meeting and voting
online, as indicated above under “How Can I Vote at the Virtual Annual Shareholders’ Meeting.”
14. Are Votes Confidential?

Our policy is to protect the confidentiality of shareholder votes. Throughout the voting process, votes will not be
disclosed to us or our Directors, officers or employees, except to meet legal requirements or to assert or defend
claims for or against our Company or except in those limited circumstances where (i) a proxy solicitation is contested
or (ii) you authorize disclosure. The inspector of election has been and will remain independent. Nothing in this policy
prohibits you from disclosing the nature of your vote to us or our Directors, officers or employees, or impairs voluntary
communication between us, nor does this prevent us from ascertaining which shareholders have voted or from
making efforts to encourage shareholders to vote.
15. How are Proxies Solicited, and What is the Cost?

We will provide the Notice, electronic delivery of the proxy materials or mailing of the 2021 Proxy Statement, the 2020
Annual Report on Form 10-K and a proxy card to shareholders beginning on or about April 8, 2021, in connection with
the solicitation of proxies our Board on our Company’s behalf to be used at our Annual Shareholders’ Meeting. We will
pay the cost of soliciting proxies. We have retained Kingsdale Advisors for certain advisory and solicitation services at
a fee of approximately $70,000. Proxies also may be solicited on our Company’s behalf by our Directors and employees
by mail, telephone, facsimile, email or in person. Those individuals will not receive additional compensation for
their work.
16. How Can I View or Request Copies of Corporate Documents and

SEC Filings?
Shareholders may access financial and other information on the investor section of our website at: www.investor.
mcdonalds.com. Copies of these documents and other information are also available free of charge by sending
a request to: shareholder.services@us.mcd.com. Also available on our website or upon request, free of charge, are
copies of the following documents:
• Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
• Certificate of Incorporation and By-Laws;
• Committee Charters;
• Corporate Governance Principles;
• Standards on Director Independence;
• Standards of Business Conduct, which apply to all officers and employees;
• Code of Conduct for the Board of Directors;
• Policy for Preapproval of Audit and Non-Audit Services; and
• Political Contribution Policy

A list of shareholders of record entitled to vote at our Annual Shareholders’ Meeting will be available for inspection by
any shareholder, for any purpose related to the meeting, for ten days before our Annual Shareholders’ Meeting during
ordinary business hours at our principal executive offices at 110 North Carpenter Street, Chicago, Illinois 60607. Please
contact corporatesecretary@us.mcd.com to schedule an appointment to review the list. The list also will be available
electronically during the Annual Shareholders’ Meeting at www.virtualshareholdermeeting.com/MCD2021.
17. What is Householding?

Shareholders who share the same last name and address will receive one package containing a separate Notice for
each individual shareholder at that address. Shareholders who have elected to receive paper copies and who share
the same last name and address will receive only one set of our Annual Report on Form 10-K and Proxy Statement,
unless such shareholders have notified us that they wish to continue receiving multiple copies. This method of
delivery, known as “householding,” will help ensure that shareholder households do not receive multiple copies of the
same document, helping to reduce our printing and postage costs, as well as saving natural resources.
If you hold our stock certificates or have book-entry shares at Computershare, you can opt out of the householding
practice and receive prompt delivery of a separate copy of the materials by calling 1-800-621-7825 (toll-free) from
the U.S. and Canada, or 1-312-360-5129 from other countries, or by writing to McDonald’s Shareholder Services, c/o
Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233. If you would like to opt out of this practice
and you are a beneficial holder, please contact your bank or broker.
If you are receiving multiple copies of proxy materials at your household and would prefer to receive a single copy
of these materials, please contact McDonald’s Shareholder Services c/o Computershare at the above numbers or
address. If you are a beneficial holder, please contact your bank or broker.
Meeting Information
We will have a virtual Annual Shareholders’ Meeting in 2021. There will not be a physical location for our 2021 Annual
Shareholders’ Meeting, and you will not be able to attend in person.
To participate in the virtual meeting, please visit www.virtualshareholdermeeting.com/MCD2021 and enter the 16-digit
control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy
materials. If you are a record holder or your shares are held in street name and your voting instruction form or Notice
of Internet Availability indicates that you may vote those shares through proxyvote.com, then you may access,
participate in, and vote at the Annual Shareholders’ Meeting with the 16-digit control number indicated on that voting
instruction form or Notice of Internet Availability. If you hold your shares in street name and did not receive a 16-digit
control number, please contact your bank, broker or other nominee at least five days before the Annual Shareholders’
Meeting and obtain a legal proxy to be able to participate in or vote at the meeting.
Shareholders who participate in the virtual meeting via the shareholder log-in may ask a question and vote during
the virtual meeting while the polls are open, but we encourage you to vote before the meeting by following the
instructions on your Notice, proxy card or voting instruction form. Shareholders who do not log-in to the virtual
meeting portal with their control number and other information requested on the log-in page may not ask
questions, vote their shares or view the shareholder list during the meeting. A guest log-in option will be available
in listen-only mode.
Shareholders and guests may log into the meeting platform beginning at 9:15 a.m. Central Time on Thursday, May 20,
2021. The meeting will begin promptly at 9:30 a.m. Central Time on May 20, 2021.
The virtual meeting platform is fully supported across browsers and devices running the most updated version of
applicable software and plug-ins. Please ensure that you have a strong WiFi connection wherever you intend to
participate in the meeting. Please also give yourself sufficient time to log-in and ensure you can hear the streaming
audio before the meeting starts. If you encounter any technical difficulties with the virtual meeting website on the
meeting day, please call the technical support number that will be posted on the virtual meeting log-in page. Technical
support will be available starting at 9:15 a.m. Central Time and until the meeting has finished.
We will answer questions relevant to meeting matters that comply with the meeting rules of conduct during the
Annual Shareholders’ Meeting, subject to time constraints. We reserve the right to exclude questions that are not
relevant to meeting matters or to edit profanity or other inappropriate language. If we receive substantially similar
questions, we will group such questions together and provide a single response to avoid repetition. Questions relevant
to meeting matters that we do not have time to answer during the meeting will be posted to our website following the
meeting. Questions regarding personal matters or matters not relevant to meeting matters will not be answered.
A replay of the meeting will be made available on our website at www.investor.mcdonalds.com after the meeting and
will remain available for approximately 30 days following the meeting.
Prepared by www.argyleteam.com

All trademarks used herein
are the property of their
respective owners.
© 2021 McDonald’s
MCD15-4858

2021 Proxy Statement

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2021

Notice of Annual Shareholders’ Meeting

2021 Proxy Statement 3

2021 Proxy Statement 5

11.3% Cumulative 1-Year 34.2% Cumulative 3-year

New Leadership Team

Accelerating the Arches

Accelerating the Arches

Our Purpose Our Mission

Serve: Inclusion: Integrity: Community: Family:

aximize ommit ouble Down

2021 Proxy Statement 7

Enhanced Restaurant Health and Safety Protocols

Additional Support to U.S. Company-Owned Restaurant Crew and Corporate Staff

Safety Reaffirmation Visits

Diversity, Equity and Inclusion

2021 Proxy Statement 9

Our Impact and Brand Purpose NEW

Food Quality and Sourcing Our Planet

Community Connection Jobs, Inclusion and Empowerment

Board and Governance Practices

In addition to the above practices, our 2020 governance highlights include:

Oversight of Leadership & Culture Oversight of the Development of Accelerating

2021 Proxy Statement 11

Following are highlights of our shareholder engagement program:

• Response to COVID-19 • Board Governance, Composition, Tenure and

Ongoing Commitment to Board and Committee Refreshment

May 2016 November 2019

August 2015 January 2019 May 2019 December 2019 -

Standing Committee Membership Other Public

Christopher President and CEO

EVP and COO

2021 Proxy Statement 13

Executive Compensation Highlights

Performance-Based Compensation Philosophy

What We Do What We Do Not Do

%%Strong pay-for-performance alignment XX Change in control

Compensation Program Summary for 2020

Impact of COVID-19 on Executive Compensation

2021 Proxy Statement 15

Considering our Say on Pay Results

Key Changes for 2021

Voting Matters and Recommendations

Election of 12 Directors named in this Proxy

Proposal 2 Advisory vote to approve executive compensation FOR 41

Advisory vote on 3 shareholder proposals, each only AGAINST ALL

Forward-Looking Statements and Website Links

Our Board recommends a vote FOR each of the 12 Director nominees.

Key Attributes and Skills of All Director Nominees

2021 Proxy Statement 17

DIGITAL: Provides an understanding of how the 3 D’s (digital,

FINANCE/CAPITAL MARKETS: Supports the oversight of the

For more information on our Board diversity, see page 26.

Chief Executive Officer Director Since Board Committees

Dignity Health, one of the nation’s largest healthcare systems

Advocate Health Care, a healthcare organization

Robert Eckert | 66 Independent

Customer- Human Capital Director Qualifications:

11.3% Cumulative 1-Year 34.2% Cumulative 3-year

Oversight of Leadership & Culture Oversight of the Development of Accelerating

%%Strong pay-for-performance alignment XX Change in control

Advisory vote on 3 shareholder proposals, each only AGAINST ALL