UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 29, 2018
McDONALD’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-5231 | 36-2361282 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
110 North Carpenter Street
Chicago, Illinois
(Address of Principal Executive Offices)
60607
(Zip Code)
(630) 623-3000
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | o | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
In connection with Doug Goare’s retirement, the Compensation Committee (the “Committee”) of the Board of Directors of the Company waived the notice and service requirements applicable to the restricted stock units (“RSUs”) and stock options awarded to Mr. Goare in 2018. This waiver will permit Mr. Goare to continue to vest in these awards, subject to original vesting schedules and, for RSUs, applicable performance conditions. The Committee’s action did not result in the provision of any additional benefits or the acceleration of any awards. In addition, the Committee approved a cash payment in the amount of $183,000 for Mr. Goare. In exchange for the waiver and cash payment, the non-compete period following Mr. Goare’s retirement from the Company will be extended to twenty-four months from eighteen-months.
The Committee determined that the above-described compensation actions support the Company’s strategic objectives by facilitating the Company’s January 1, 2019 transition to new financial reporting segments while honoring Mr. Goare’s initial desire to retire in March 2019.
SIGNATURES
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 hereunto duly authorized.
| McDONALD’S CORPORATION | ||||||
| (Registrant) | ||||||
| Date: | November 30, 2018 | By: | /s/ Denise A. Horne | |||
| Denise A. Horne | ||||||
Corporate Vice President, Associate General Counsel and Assistant Secretary | ||||||