MCDONALDS CORP

This proposal asks the Board to amend McDonald’s governing documents to require that the roles of Chairman of the Board and Chief Executive Officer be held by two separate persons and that the Chair be an independent director (and not a former CEO). It permits a temporary non-independent Chair while the Board searches for an independent Chair and asks that any selection be consistent with Delaware law and existing contracts. The proponent frames the change as strengthening independent oversight of management by separating leadership and oversight roles. The request would be implemented via Board action and amendment of governing documents if adopted.

This proposal requests that the Board enable shareholders to take corporate action by written consent, allowing those shareholders who hold the minimum number of votes needed to approve an action at a meeting (i.e., the same voting threshold) to effect that action without convening a meeting. The request would permit shareholders to initiate any topic via written consent and seeks removal of restrictions based on length of ownership. The proponent argues the change is needed because McDonald’s current special-meeting threshold (25% of outstanding shares) is more onerous than a 10% threshold the proponent cites as reasonable under Delaware law, and that written consent would give shareholders additional leverage to address underperformance or urgent governance matters. The proposal would require the Board to take steps and amend governing documents consistent with applicable law to authorize written-consent actions.