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 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.
−Removed: Name / Title Type of Plan Termination Date Aggregate Number of Securities to be Sold Plan Description
−Removed: 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]
−Removed: [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.
−Removed: No sales occurred pursuant to this Rule 10b5-1 trading plan.
+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 September 30, 2024.
+Added: Name / Title Type of Plan Adoption Date End Date Aggregate Number of Securities to be Sold Plan Description
+Added: Joseph Erlinger / President, McDonald’s USA Rule 10b5-1 trading plan August 28, 2024 December 23, 2025 16,484 [1]
+Added: Sale of shares
+Added: Desiree Ralls-Morrison, Executive Vice President – Global Chief Legal Officer Rule 10b5-1 trading plan August 29, 2024 December 31, 2024 6,817 Sale of shares
+Added: [1] Represents the maximum number of shares that are eligible to vest pursuant to Mr.
+Added: Erlinger’s 2022 performance-based restricted stock unit award.
+Added: 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.
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 as of July 29, 2024, filed herewith.
+Added: Restated Certificate of Incorporation, effective July 29, 2024, incorporated herein by reference from Exhibit 3(a) of Form 10-Q (File No.
+Added: 001-05231), for the quarter ended June 30, 2024.
By-Laws, amended and restated effective July 25, 2024, incorporated herein by reference from Exhibit 3.2 of Form 8-K (File No.
39 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: 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.
−Removed: 001-05231), for the quarter ended June 30, 2021.*
−Removed: (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.
+Added: (n) 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: (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.
+Added: (o) 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.*
17 unchanged sentences
McDONALD’S CORPORATION
−Removed: August 8, 2024 Ian F.
+Added: November 7, 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.