2018 NOTICE OF AND PROXY STATEMENT - SEC

McDONALD’S CORPORATION2018 NOTICE OFANNUAL SHAREHOLDERS’ MEETINGAND PROXY STATEMENT

A LETTER FROM THECHAIRMAN OF THE BOARDDear Fellow McDonald’s Shareholders,At McDonald’s, we are committed to growing our business today and serving our customers for generationsto come. With our global scale and powerful System of franchisees, suppliers and employees, few can matchMcDonald’s in our ability to drive positive change in our industry and the world. But, at a time when theworld is grappling with complex environmental and societal challenges, we recognize that it’s not enoughto simply run a good business. Companies like ours have the capability to do more. We have embedded keyinitiatives into our strategy that will strengthen trust in our Brand over the long term. As one of the world’slargest restaurant companies, we also have a unique opportunity to address some of the most pressing socialand environmental challenges in the world. And it’s at the heart of our values of responsible leadership. Weembrace this opportunity to use our scale as a force for good in the world.It’s an exciting time at McDonald’s and I am pleased to update you on the Company’s progress.Velocity Growth Plan. McDonald’s strategic plan focuses on a long-term outlook to deliver meaningful growth andincrease guest counts, a reliable measure of the Company’s strength that is vital to growing sales and shareholdervalue. We are targeting opportunities at the core of McDonald’s — food, value and the customer experience. TheVelocity Growth Plan has aligned the McDonald’s System, and we made substantial progress in 2017: Guest counts grew by 1.9%, with all business segments reporting positive results, marking the first fullyear of positive comparable guest count growth since 2012;Comparable sales increased by 5.3%, McDonald’s best comparable sales performance in six years;Systemwide sales increased 7% in constant currencies; andDiluted earnings per share of 6.37 increased 17%.The Company also made significant advances with the refranchising strategy, culminating in our largestrefranchising transaction in 2017 with the sale of our businesses in China and Hong Kong. We reached ourrefranchising target of 4,000 restaurants more than a year ahead of schedule. We are also on track to returnabout 24 billion to shareholders over a three-year period ending in 2019.Our CEO, Steve Easterbrook, has re-vitalized McDonald’s. He continues to lead a cultural transformation —one that is customer obsessed, working together to make a difference for our business, our people and ourcommunities, and aspiring to be a leading, world-class organization. Steve and his management team arepassionate about McDonald’s, well-positioned to build on the success of 2017 and importantly, not satisfied.On behalf of the Board of Directors, I state with confidence that Steve is the right leader for McDonald’s.Active Oversight of Company Strategy. The Company’s Board of Directors is comprised of a diverse group ofcommitted and highly qualified individuals who care deeply about McDonald’s, and have skills and expertisethat are aligned with the Company’s strategy. More than one-third of the Directors joined the Board withinthe last four years, bringing fresh perspectives and unique skills that contribute to the overall effectiveness ofthe Board.The Board provides active oversight of the Company’s strategy. The Velocity Growth Plan is discussed ateach Board meeting, and the Board’s Public Policy & Strategy Committee, established in 2016, was activelyengaged in the development of the Board’s annual “deep dive” strategy session, which took place in Londonin 2017. The United Kingdom market has had over 10 years of steady growth, and we experienced many ofthe Velocity Growth Plan’s accelerators firsthand in the restaurants there. We also engaged with the globalleadership team and the UK management team, participating in open and robust discussions about theopportunities and challenges that will help to evolve the Company’s strategic direction as we move forward.The Board continuously monitors the Company’s strategy, leadership and operations in light of an everchanging business environment. We also carefully examine with management the different ways McDonald’scan continue to create value for shareholders. We believe the Directors’ experiences and perspectives havehelped evolve McDonald’s culture and focus on the Company’s strategic initiatives, and we look forward tocontinued progress in 2018 and beyond.McDonald’s Corporation3

Enhanced Focus on Risk Management. Acknowledging the fast pace of change at McDonald’s, theBoard oversaw the refreshment of the Company’s enterprise risk management processes in 2017. Theenhancements are designed to better enable the Board and Committees to calibrate with management toidentify, assess and address risks in order to further protect McDonald’s Brand.Scale for Good. The Board has long supported and provided input into and oversight of the Company’sefforts around sustainability and corporate responsibility. More recently, as the reorganization andturnaround took root, the Company looked to revitalize McDonald’s sustainability vision and to embedit into the markets’ business plans. The 2018 launch of the Scale for Good framework establishes theCompany’s commitment to global priorities — beef sustainability, packaging and recycling, commitment tofamilies, investment in people and climate action, which are aligned with our strategy and designed to drivemeaningful industry-wide change in areas where McDonald’s global scale and reach can fuel collaborationand action. Beyond these priorities, the Company continues to drive progress on goals across key social andenvironmental topics such as diversity and inclusion and animal health and welfare.The Board, Sustainability & Corporate Responsibility Committee and Public Policy & Strategy Committeemonitor and provide input on these initiatives and work to raise the bar on what it means to be a responsibleorganization committed to people and the planet. During the Board’s trip to the UK in 2017, we visited along-time strategic advisor to McDonald’s at its headquarters — a working farm. We saw firsthand sustainablesourcing innovations for beef and learned from expert farmers and scientists how these solutions can and willaddress industry-wide climate change challenges and animal welfare issues, among other benefits. Followingthe farm visit, the Board engaged in a lively discussion on corporate reputation with research experts atOxford University. These opportunities not only helped to educate the Directors, but continue to inform thediscussions that drive the Scale for Good strategy forward.Ongoing Shareholder Outreach. The Company believes in the importance of feedback from shareholdersand management regularly reports to the Board on its engagements with a wide variety of shareholders.Topics of interest from shareholders over the past year have included the Velocity Growth Plan, businessand financial performance, governance practices, sustainability initiatives, and the link of the Company’sexecutive compensation programs to growth strategy. This feedback, as well as voting results from previousannual meetings, are valuable perspectives during our boardroom deliberations.As seriously as we take our responsibilities as members of the Board of Directors, we enjoy the role ofMcDonald’s customer most of all. A visit to a McDonald’s restaurant confirms our optimism about thetrajectory of McDonald’s and the unrelenting focus on efforts to build and sustain profitable, long-termgrowth, with each and every meal.We are honored to serve you, our shareholders. On behalf of the Board of Directors, I thank you for yourcontinued support.See you at McDonald’s.Sincerely,Enrique Hernandez, Jr.Chairman of the Board42018 Proxy Statement

NOTICE OF THE ANNUALSHAREHOLDERS MEETINGMcDONALD’S CORPORATIONOne McDonald’s Plaza, Oak Brook, Illinois 60523Meeting Time and Date: 9:00 a.m. Central Time on Thursday, May 24, 2018Meeting Place: The Hyatt Lodge, The Prairie Ballroom, 2815 Jorie Boulevard, Oak Brook, Illinois 60523To McDonald’s Corporation Shareholders:McDonald’s Corporation (McDonald’s or the Company) will hold its 2018 Annual Shareholders’ Meeting(Annual Meeting or Annual Shareholders’ Meeting) on Thursday, May 24, 2018, at 9:00 a.m. Central Time atThe Hyatt Lodge in The Prairie Ballroom at 2815 Jorie Boulevard, Oak Brook, Illinois 60523. The registrationdesk will open at 8:00 a.m. At the meeting, shareholders will be asked to consider and vote upon thefollowing tems to be voted onElection of 11 Directors named in the Proxy Statement, eachfor a one-year term expiring in 2019;Advisory vote to approve executive compensation;Board votingrecommendation FOR each nomineeFORFORAdvisory vote to approve the appointment of Ernst & YoungLLP as independent auditor for 2018; andAdvisory votes on three shareholder proposals, if properlypresented. AGAINST eachshareholder proposalIn addition, we will transact any other business properly presented at the meeting, including anyadjournment or postponement thereof, by or at the direction of the Board of Directors.Who Can Vote: Shareholders at the close of business on March 26, 2018 (the record date). Each share ofcommon stock is entitled to one vote for each Director and one vote for each other proposal.How to Listen to the Annual Shareholders’ Meeting: You can listen to a live audiocast of the AnnualShareholders’ Meeting at www.investor.mcdonalds.com by clicking on the appropriate link. The audiocast willbe available for a limited time after the meeting.How to Attend the Annual Shareholders’ Meeting in Person: If you plan to attend in person, you mustpre-register with McDonald’s Shareholder Services in advance. Space is very limited. See page 86 forinformation about how to pre-register to attend in person.By order of the Board of Directors,Jerome N. KrulewitchCorporate SecretaryOak Brook, IllinoisApril 12, 2018T he Company will provide the Notice of Internet Availability, electronic delivery of the proxy materials ormailing of the 2018 Proxy Statement, the 2017 Annual Report on Form 10-K and a proxy card to shareholdersbeginning on or about April 12, 2018.McDonald’s Corporation5

Your vote is important. Please consider the issues presented in this Proxy Statement and vote yourshares as promptly as possible.Important Voting Information: It is important that you vote your shares. Please carefully review theproxy materials and follow the instructions below to cast your vote as soon as possible in advance ofthe meeting.RegisteredShareholdersIf you hold sharesthrough the Company’stransfer agent,Computershare, pleaseuse one of these optionsto vote:Beneficial OwnersIf you hold sharesthrough your bank orbrokerage account,please use one of theseoptions to vote:6Internetwww.proxyvote.comTablet orSmartphoneScan this QR codeto vote with yourmobile deviceTelephone800-690-6903Dial toll-free24/7MailIf you received aproxy card by mail, mark,date, sign and return it inthe postage-paid envelopefurnished for that purpose.Internetwww.proxyvote.comTablet orSmartphoneScan this QR codeto vote with yourmobile deviceTelephone800-454-8683Dial toll-free24/7MailIf you received a votinginstruction form by mail,mark, date, sign and returnit in the postage-paidenvelope furnished forthat purpose.2018 Proxy Statement