MCDONALDS CORP (MCD)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MCDONALDS CORP · Meeting: May 20, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors to Serve Until our 2027 Annual Shareholders' Meeting and Until Their Successors Have Been Elected and Qualified
3-year board tenure, no overboarding concerns (1 outside public board), all attendance requirements met, and MCD's 3-year TSR gap vs. ^GSPC (-48.5pp) does not exceed the 50pp threshold for low-positive absolute TSR.
3-year board tenure, no outside public board seats, all attendance requirements met, and the TSR underperformance trigger does not fire given the gap of -48.5pp falls below the 50pp threshold.
10-year board tenure, 2 outside public board seats (within the limit), all attendance requirements met, and the 3-year TSR gap vs. ^GSPC (-48.5pp) does not meet the 50pp trigger threshold for low-positive absolute TSR.
6-year board tenure, 1 outside public board seat, serves as Audit Committee Chair with demonstrated financial expertise (certified public accountant, former Deloitte CEO), and TSR underperformance trigger does not apply.
Joined the board within the past 24 months (less than 1 year of tenure), making him exempt from the TSR underperformance trigger under policy; currently holds 2 outside public board seats but Harley-Davidson seat is being relinquished at upcoming meeting, resolving any potential overboarding concern.
11-year board tenure, 1 outside public board seat, all attendance requirements met, and the 3-year TSR gap vs. ^GSPC (-48.5pp) does not cross the 50pp trigger threshold applicable to low-positive absolute TSR.
Joined the board in 2024 (approximately 2 years of tenure), placing him at the boundary of the 24-month exemption; as a sitting CEO of Kimberly-Clark he holds 1 outside public board seat (within the 1-seat limit for sitting CEOs), and the TSR trigger does not fire.
As CEO-director, subject to the TSR trigger independently of Say on Pay; MCD's 3-year TSR gap vs. ^GSPC is -48.5pp against a 50pp threshold for low-positive absolute TSR, so the trigger does not fire; he holds 1 outside public board seat which is within the 1-seat limit for sitting CEOs.
3-year board tenure, no outside public board seats, all attendance requirements met, and the TSR underperformance trigger does not apply given the -48.5pp gap falls below the 50pp threshold.
7-year board tenure, 2 outside public board seats (within the non-executive director limit of 3 additional boards), all attendance requirements met, and the TSR trigger does not fire.
3-year board tenure, no outside public board seats, designated as audit committee financial expert, all attendance requirements met, and the TSR underperformance trigger does not apply.
17-year board tenure, no current outside public board seats, serves as Lead Independent Director and Governance Committee Chair, all attendance requirements met, and the 3-year TSR gap vs. ^GSPC (-48.5pp) does not meet the 50pp trigger threshold.
All 12 director nominees receive a FOR vote. McDonald's 3-year price return of 16.4% falls in the low-positive tier (0–20%), meaning the TSR underperformance trigger requires a gap of 50 percentage points versus ^GSPC (S&P 500 Index Benchmark). The actual gap of -48.5pp narrowly misses this threshold, so no director is flagged on TSR grounds. No director exceeds the overboarding limits, all directors met the 75% meeting attendance requirement, and the board discloses a skills matrix. James Farley, Jr. is additionally exempt from the TSR trigger as a director who joined within the past 24 months.
Say on Pay
✓ FORCEO
Christopher Kempczinski
Total Comp
$20,574,525
Prior Support
N/A
CEO total compensation of approximately $20.6 million is consistent with expectations for a large-cap consumer company of McDonald's scale ($218.7B market cap), and the pay structure is heavily performance-based — 93% of the CEO's target pay opportunity is variable, well above the 50–60% policy minimum. The incentive programs demonstrated genuine pay-for-performance alignment: the annual cash bonus paid out at only 76.4% of target due to below-target operating income and systemwide sales, and the three-year performance stock awards vested at only 82.2% of target reflecting below-target earnings-per-share growth and below-median total shareholder return versus the S&P 500. The company maintains a clawback policy compliant with SEC and NYSE rules, no concerning governance practices were identified, and prior Say on Pay support at the 2025 meeting was described as strong, so no re-engagement concern is triggered.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for a company of McDonald's size and complexity. The proxy filing text provided does not include the auditor fee table with specific dollar amounts, so the non-audit fee ratio cannot be calculated; per policy, the tenure trigger requires confirmed data to fire and tenure is not disclosed in the excerpt provided, so neither the fee ratio nor tenure triggers can be confirmed. With no confirmed trigger conditions met and no disclosed restatements attributable to audit failure, the default vote is FOR.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Advisory Vote to Adopt Policy for an Independent Chair
An independent board chair is a mainstream governance improvement that separates the roles of setting board agenda and overseeing management from running the company day-to-day, reducing the risk that a CEO can control the information flow to their own overseers. McDonald's only combined the Chairman and CEO roles in 2024, so shareholders have had very limited opportunity to evaluate whether the current structure with a Lead Independent Director is truly adequate. While the board argues its strong Lead Independent Director role provides sufficient oversight, a Lead Independent Director is a weaker structural protection than a fully independent chair, and shareholders are reasonable to seek the stronger protection via a binding or advisory policy commitment.
Proposal 5
Advisory Vote on Shareholders' Right to Act by Written Consent
The right for shareholders to act by written consent — meaning shareholders can approve a proposal by collecting signed agreements from a majority of shares without waiting for a formal meeting — is a standard governance right that gives investors more flexibility to act quickly when needed, such as when time-sensitive issues arise between annual meetings. McDonald's already permits shareholders to call special meetings, which is a related but distinct right; written consent provides an additional mechanism and is not redundant. Supporting this right strengthens shareholder accountability without imposing meaningful operational burdens on the company, and this type of governance-structural proposal is generally easy to support under our policy framework.
Overall Assessment
The 2026 McDonald's annual meeting ballot covers 12 director elections, executive compensation approval, auditor ratification, and two shareholder governance proposals. All 12 directors receive FOR votes as the company's 3-year TSR gap versus the ^GSPC (S&P 500 Index Benchmark) of -48.5pp narrowly misses the 50pp trigger threshold; Say on Pay receives a FOR vote given a strongly performance-linked pay structure with actual payouts reduced to 76–82% of target reflecting below-target results; and both shareholder proposals on an independent chair and written consent rights receive FOR votes as mainstream governance improvements.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing