1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: In accordance with the disclosure requirement set forth in Item 408(a) of Regulation S-K, the following table discloses the officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) and directors who adopted a contract, instruction or written plan for the sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the quarter ended September 30, 2023.
+Added: In accordance with the disclosure requirement set forth in Item 408(a) of Regulation S-K, the following table discloses the officers (as defined in Rule 16a-1(f) under the Exchange Act) and directors who adopted a contract, instruction or written plan for the sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the quarter ended March 31, 2024.
Each of these trading plans was adopted during an open trading window.
Name / Title Type of Plan Adoption Date End Date Aggregate Number of Securities to be Sold Plan Description
−Removed: Joseph Erlinger / President, McDonald’s USA Rule 10b5-1 trading plan August 15, 2023 December 23, 2024 20,730 [1]
−Removed: Sale of shares
−Removed: Morgan Flatley / EVP, Global CMO and New Business Ventures Rule 10b5-1 trading plan August 26, 2023 February 21, 2025 9,038 Exercise of stock options and sale of shares
−Removed: [1] Represents the maximum number of shares that are eligible to vest pursuant to Mr.
−Removed: Erlinger’s 2021 performance-based restricted stock unit award.
−Removed: The actual number of shares that will vest and be sold pursuant to the trading plan will depend upon the Company’s performance against the applicable performance targets.
+Added: Ian Borden / EVP, Global Chief Financial Officer Rule 10b5-1 trading plan February 6, 2024 February 4, 2025 7,264 Exercise and sale of stock options
+Added: Heidi Capozzi / EVP, Global Chief People Officer Rule 10b5-1 trading plan February 27, 2024 December 5, 2024 5,200 Sale of shares
+Added: Marion Gross / EVP, Global Chief Supply Chain Officer Rule 10b5-1 trading plan February 27, 2024 January 3, 2025 5,994 Exercise and sale of stock options
+Added: Desiree Ralls-Morrison / EVP, Global Chief Legal Officer and Secretary Rule 10b5-1 trading plan February 27, 2024 May 31, 2025 2,428 Sale of shares
Other than as disclosed above, no officer or director adopted, modified, or terminated a contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement.
7 unchanged sentences
333-14141), filed October 15, 1996.
−Removed: Subordinated Debt Securities Indenture, dated October 18, 1996, incorporated herein by reference from Exhibit (4)(b) of Form S-3 (File No.
+Added: Subordinated Debt Securities Indenture, dated October 18, 1996, incorporated herein by reference from Exhibit (4)(b) of Form S-3 Registration Statement (File No.
333-14141), filed October 15, 1996.
28 unchanged sentences
001-05231), for the quarter ended March 31, 2019.*
−Removed: McDonald’s Corporation Officer Severance Plan, amended and restated effective November 1, 2022, incorporated herein by reference from Exhibit 10(l) of Form 10-K (File No.
+Added: (k) McDonald’s Corporation Officer Severance Plan, amended and restated effective November 1, 2022, incorporated herein by reference from Exhibit 10(l) of Form 10-K (File No.
001-05231), for the year ended December 31, 2022.*
2 unchanged sentences
Separation Agreement and General Release between Stephen Easterbrook and the Company, dated October 31, 2019, incorporated herein by reference from Exhibit 10.1 of Form 8-K filed November 4, 2019.*
−Removed: Separation Agreement and General Release between Jerome N.
+Added: (n) Separation Agreement and General Release between Jerome N.
Krulewitch and the Company, dated October 13, 2020, incorporated herein by reference from Exhibit 10(v) of Form 10-K (File No.
001-05231), for the year ended December 31, 2020.*
−Removed: Form of 2021 Executive Time-Based Restricted Stock Unit Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(v) of Form 10-Q (File No.
+Added: (o) Form of 2021 Executive Time-Based Restricted Stock Unit Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(v) of Form 10-Q (File No.
001-05231), for the quarter ended June 30, 2021.*
18 unchanged sentences
Certain instruments defining the rights of holders of long-term debt of the Company are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K.
−Removed: An agreement to furnish a copy of any such instruments upon request has been filed with the Securities and Exchange Commission.
+Added: An agreement to furnish a copy of any such instruments upon request has been filed with the SEC.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
McDONALD’S CORPORATION
−Removed: November 2, 2023 Ian F.
+Added: May 8, 2024 Ian F.
Executive Vice President and Global Chief Financial Officer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.