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 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.
−Removed: Each of these trading plans was adopted during an open trading window.
−Removed: Name / Title Type of Plan Adoption Date End Date Aggregate Number of Securities to be Sold Plan Description
−Removed: 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
−Removed: Heidi Capozzi / EVP, Global Chief People Officer Rule 10b5-1 trading plan February 27, 2024 December 5, 2024 5,200 Sale of shares
−Removed: 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
−Removed: 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
+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 or terminated 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 June 30, 2024.
+Added: Name / Title Type of Plan Termination Date Aggregate Number of Securities to be Sold Plan Description
+Added: Desiree Ralls-Morrison / EVP, Global Chief Legal Officer Rule 10b5-1 trading plan June 26, 2024 2,428 Termination of Rule 10b5-1 trading plan [1]
+Added: [1] On June 26, 2024, Desiree Ralls-Morrison, Executive Vice President – Global Chief Legal Officer, terminated a Rule 10b5-1 trading plan that was adopted on February 27, 2024 and provided for the sale of up to 2,428 shares of McDonald’s stock until May 31, 2025 or such earlier date on which all shares have been sold.
+Added: No sales occurred pursuant to this Rule 10b5-1 trading plan.
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.
(3) Articles of incorporation;
−Removed: Restated Certificate of Incorporation, effective May 23, 2019, incorporated herein by reference from Exhibit 3(a) of Form 10-Q (File No.
−Removed: 001-05231), for the quarter ended June 30, 2019.
−Removed: By-Laws, amended and restated effective January 18, 2023, incorporated herein by reference from Exhibit 3.2 of Form 8-K (File No.
−Removed: 001-05231), filed January 19, 2023.
+Added: Restated Certificate of Incorporation, effective as of July 29, 2024, filed herewith.
+Added: By-Laws, amended and restated effective July 25, 2024, incorporated herein by reference from Exhibit 3.2 of Form 8-K (File No.
+Added: 001-05231), filed July 26, 2024.
(4) Instruments defining the rights of securities holders, including indentures**
1 unchanged sentence
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 Registration Statement (File No.
+Added: Subordinated Debt Securities Indenture, dated October 18, 1996, incorporated herein by reference from Exhibit (4)(b) of Form S-3 (File No.
333-14141), filed October 15, 1996.
28 unchanged sentences
001-05231), for the quarter ended March 31, 2019.*
−Removed: (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.
+Added: 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: (n) Separation Agreement and General Release between Jerome N.
−Removed: Krulewitch and the Company, dated October 13, 2020, incorporated herein by reference from Exhibit 10(v) of Form 10-K (File No.
−Removed: 001-05231), for the year ended December 31, 2020.*
−Removed: (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.
+Added: 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.*
−Removed: (p) Form of 2023 Executive Performance-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(q) of Form 10-Q (File No.
+Added: (o) Form of 2023 Executive Performance-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(q) of Form 10-Q (File No.
001-05231), for the quarter ended March 31, 2023.*
−Removed: (q) Form of 2023 Executive Stock Option Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(r) of Form 10-Q (File No.
+Added: (p) Form of 2023 Executive Stock Option Award Agreement in connection with the Amended and Restated 2012 Omnibus Stock Ownership Plan, incorporated herein by reference from Exhibit 10(r) of Form 10-Q (File No.
001-05231), for the quarter ended March 31, 2023.*
14 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 SEC.
+Added: An agreement to furnish a copy of any such instruments upon request has been filed with the Securities and Exchange Commission.
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: May 8, 2024 Ian F.
+Added: August 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.