McDonald : Notice of Meeting/Proxy Statement

2024

Notice of Annual

Shareholders' Meeting

and Proxy Statement

CHAIRMAN'S LETTER

Dear McDonald's Shareholders, Colleagues, Crew Members, Franchisees and Customers,

When Fred Turner first spoke to me about joining the McDonald's Board of Directors, I was sold on the mission of creating clean and welcoming restaurants where families could enjoy a high-quality meal and a special time together. Nearly three decades later, as I write my last letter as Chairman of McDonald's Board of Directors, I can't help but be filled with immense pride for how much McDonald's has grown.

It's so inspiring to know that I'm part of one of the world's most recognizable and successful brands that has delivered a total shareholder return of more than 2,000% in my time as a Board member. We've also more than doubled our restaurant count and expanded to more than 100 markets - which has been no easy feat.

McDonald's Continues to be a Force for Good

And while it's been an honor to be a part of so much throughout my tenure, as I reflect on the past year, I do so with the acknowledgement of the major issues and challenges at the forefront of our society … and with confidence that the Company remains well-positioned as I approach retirement from the Board.

In 2023, we saw the humanitarian crisis caused by the war in Ukraine persist, while the war in the Middle East emerged. At the same time, the world saw natural disasters, periods of unrest and continued economic impacts from these events and more.

It is a testament to McDonald's stature as one of the world's leading brands that - through it all - McDonald's continues to stand in solidarity with all the communities it serves.

I feel immense pride in the entire McDonald's System - our outstanding franchisees, suppliers, restaurant teams and employees - for the positive impact we are making in the world. Putting people and values first is at the heart of who we are as a McDonald's family, and core to the success we've seen throughout the 28 years I've been part of the Board.

This past year, our customers and industry stakeholders took note of McDonald's and our impact as a global brand leader. Brand trust, the measure of whether customers can count on us to do what we say, has risen. In addition, McDonald's was recognized as one of the World's Most Admired Companies by Fortune, #2 on the list of Top 50 Most Innovative Companies of 2023 by Fast Company and #5 on Kantar BrandZ 2023 Rankings of the Most Valuable Global Brands.

The Three-Legged Stool is the Bedrock of the McDonald's System

It's the reason why, despite the unprecedented challenges the world has faced over the past several years, McDonald's continues to deliver.

It's easy to drive by a McDonald's restaurant and forget that what you're seeing is not a big, global corporation, but a small business at work. Of the more than 40,000 McDonald's restaurants around the world, approximately 95% of them are owned and operated by independent local franchisees.

McDonald's connection to franchising goes deeper than simply being a model for business operations: it's a relationship that has created tremendous opportunity and economic growth for thousands of small business owners worldwide. As we've all learned, when McDonald's franchisees succeed, communities succeed. Local suppliers succeed. Families succeed. And our economies benefit.

McDonald's partnerships with its suppliers have also never been stronger, with innovative initiatives underway that will keep McDonald's green, growing, and positioned to lead for the long-term. To protect and enhance critical supply chains, the Company is working with suppliers, farmers and scientific advisors to implement regenerative agriculture practices. By aligning long-term business and impact strategies, McDonald's is ensuring that its business and partners have the resilience not just to survive, but to thrive in the face of change to come.

2 2024 proxy statement

Chairman's Letter

The Future is Golden

Putting people and values first is at the heart of who we are as a McDonald's family, and core to the success we've seen throughout the 28 years I've been part of the Board. As the last individual on the Board of Directors who worked with and learned from Fred personally, it has been a privilege and honor to serve on our Board of Directors … and particularly serving the last eight years as Chairman. I also know the best is yet to come.

After careful deliberation about the best succession plan and governance structure to carry the Company forward, the Board determined this is the right moment for the Company to evolve the Board's structure, re-combining the Chairman and CEO roles under Chris Kempczinski. In doing so, we will be returning the Board's structure to a model that was in place for its first 40 years. Ray Kroc and Fred Turner recognized the complexity of our three-legged stool and understood the power of the combined role - a model in place at many of the world's largest and best companies.

Your Board has supreme confidence in Chris' ability to bring together the Chairman and CEO roles to herald in this new era. Now well into his fifth year as McDonald's CEO, Chris has led the Brand through moments of intense change and challenge, including the global pandemic and McDonald's exit from Russia. He is the architect of our Accelerating the Arches strategy and has been instrumental in delivering strong performance while refreshing our values and purpose and further embedding them into the fabric of the McDonald's System.

The Board believes this change will accelerate and enhance its ability to exercise oversight and evolve strategy while remaining nimble and connected to today's ever-changing business and social landscape. We are operating from a position of strength, and in this combined role, Chris will be uniquely placed to ensure McDonald's advances in lockstep with today's dynamic environment.

During my time at McDonald's, I've been lucky to work with eight McDonald's CEOs, and most recently, it has been an honor to work alongside Chris. As Chris steps into the combined Chairman and CEO role following our Annual Shareholders' Meeting, Miles White will assume the role of Lead Independent Director. Importantly, the Board's decision highlights its sustained commitment to strong governance.

Rest assured, the Board will maintain its commitment to ongoing refreshment, producing an appropriate balance of continuity and institutional knowledge, with fresh perspectives among our Directors. I am very pleased to welcome Mike Hsu as a nominee to the Board of Directors. A 30+ year veteran of the consumer products industry, Mike is Chairman of the Board and Chief Executive Officer for Kimberly-Clark Corporation. We look forward to leveraging Mike's deep experience and expertise to help steer the Company toward continued growth and build on the strength of the Brand.

I could not be more confident that McDonald's leadership team, guided by our talented and committed Board of Directors, unified by Chris at the helm as the new Chairman, and working together with the best franchisees and suppliers in our industry, will keep McDonald's green and growing, while driving long-term value for the company's shareholders and to the benefit of all our stakeholders and communities that we serve.

McDonald's is not just the leading restaurant brand in the world, it is one of the leading consumer brands in the world.

I will be cheering for McDonald's success for all my years to come.

Sincerely,

Enrique Hernandez, Jr.

Chairman of the Board

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Notice of 2024 Annual Shareholders' Meeting

You should carefully review the accompanying Proxy Statement, which provides detailed information about the matters to be considered at the meeting. We encourage you to vote as promptly as possible, even if you plan to attend the virtual meeting.

Registered shareholders (who hold shares through our transfer agent, Computershare) and beneficial owners (who hold shares through a bank or brokerage account) may vote using one of the options noted above.

If you have questions or require assistance with voting, contact our proxy solicitation firm at:

KINGSDALE ADVISORS

745 5TH AVENUE, SUITE 500 NEW YORK, NEW YORK 10151

1. 683-3113(TOLL-FREE IN NORTH AMERICA)

1. 867-2272(OUTSIDE OF NORTH AMERICA) CONTACTUS@KINGSDALEADVISORS.COM

How to Attend Our Virtual 2024 Annual Shareholders' Meeting:

Shareholders must register in advance to ask questions or vote at the meeting by using the control number located on their Notice of Internet Availability of Proxy Materials, proxy card, voting instruction form or other communication. See "Meeting Logistics" on page 119. Only shareholders of record as of March 25, 2024 may attend the virtual meeting.

By order of our Board of Directors,

Desiree A. Ralls-Morrison

Executive Vice President, Global Chief Legal Officer And Secretary

Important Notice

Regarding the Availability of Proxy Materials for the Shareholders' Meeting to be held on May 22, 2024. This notice, the accompanying Proxy Statement and our 2023 Annual Report on Form 10-K are available free of charge at www.proxyvote.com.

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Proxy Summary

Board Leadership

Our Board believes it is important to retain flexibility to determine its optimal leadership structure in light of a variety of factors at any given time, including the particular composition of the Board as well as the specific needs and opportunities of the Company. With any leadership structure, it is critically important to have a strong relationship between the independent Directors and management.

After nearly 28 years of dedicated service on our Board, including eight years as our independent Chairman, Enrique Hernandez, Jr. has decided to retire from the Board at the 2024 Annual Shareholders' Meeting. Following Mr. Hernandez's retirement, the Board has determined that a combined Chairman/Chief Executive Officer structure is in the best interests of the Company and its shareholders at this time. Therefore, Christopher Kempczinski will assume the role of Chairman of the Board following the 2024 Annual Shareholders' Meeting.

This leadership transition is the result of robust succession planning and thoughtful deliberation by the full Board. In appointing Mr. Kempczinski as Chairman, the Board considered his development and leadership of our successful Accelerating the Arches strategy; his commitment to our employees, franchisees, suppliers, and shareholders; his demonstrated track record of successfully navigating through multiple complex issues; and the Board's confidence in his ability to guide McDonald's through the next stage of growth.

The Board recognizes that with a combined Chairman and Chief Executive Officer structure, it is imperative to have a strong Lead Independent Director with a clearly defined set of responsibilities. Following the 2024 Annual Shareholders' Meeting, Miles White, Chairman of the Board's Governance Committee, will serve as the Lead Independent Director. Mr. White's extensive experience leading global and complex organizations and comprehensive knowledge of our business make him well-positioned to guide the Board in its oversight of the Company and to foster open dialogue among our independent Directors and management.

Please refer to "Board Leadership" on page 32 for more information on the Board's process and rationale for these changes to the Board's leadership structure.

10 2024 proxy statement