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8-K Filing
McDonald's (MCD) 8-KMcdonald’s Boosts Dividend Nearly 50% to $1 Per Share
Filed: 3 Oct 06, 12:00am
Exhibit 99.2
On September 29, 2006, the Board of Directors designated Mr. Jose Armario, Mr. Timothy J. Fenton, Mr. Richard Floersch and Mr. Jeffrey P. Stratton as executive officers of McDonald’s Corporation. McDonald’s is hereby providing information concerning these individuals, and updated information regarding security ownership and recent transactions by McDonald’s executive officers and directors including these individuals.
Management of McDonald’s
The following persons were designated as executive officers of McDonald’s on September 29, 2006:
Jose Armario, age 47, President, Latin America. Mr. Armario was elected President, Latin America, in December 2003. He previously served as Senior Vice President and International Relationship Partner for the Latin America Group from January 2002 through November 2003. Prior to that time, he served as Vice President and International Relationship Partner for the Latin America Group from June 1999 and December 2001.
Timothy J. Fenton, age 48, President, Asia, Pacific, Middle East and Africa. Mr. Fenton was elected President, Asia, Pacific, Middle East and Africa in December 2005. He previously served as President, East Division for McDonald’s USA from 2003 to 2005. Prior to that time, he served as Senior Vice President, Southeast Asia/Middle East/Africa from 1998 through 2003.
Richard Floersch, age 49, Corporate Executive Vice President, Human Resources. Mr. Floersch joined McDonald’s in November 2003. He previously served as Senior Vice President of Human Resources for Kraft Foods International from 1998 through 2003.
Jeffrey P. Stratton, age 51, Corporate Executive Vice President, Chief Restaurant Officer. Mr. Stratton was elected Corporate Executive Vice President, Chief Restaurant Officer in December 2005. He previously served as U.S. Executive Vice President, Chief Restaurant Officer from January 2004 through November 2005. Prior to that time, he served as Senior Vice President, Chief Restaurant Officer of McDonald’s USA from 2002 through 2004 and as Division President, West Division from August 2001 through December 2001.
Each of McDonald’s executive officers and directors are citizens of the United States, except for Mr. Hennequin who is a citizen of France.
The address for each of the above listed directors and executive officers is c/o McDonald’s Corporation, One McDonald’s Plaza, Oak Brook, Illinois 60523-1900.
Security Ownership of Management
The following table sets forth the beneficial ownership of McDonald’s directors and executive officers as of September 28, 2006. Directors and executive officers as a group owned less than 1% of McDonald’s common stock.
Name |
| Common |
| Stock |
| Total |
|
Hall Adams, Jr. |
| 30,334 |
| 11,363 |
| 41,697 |
|
Ralph Alvarez |
| 232,510 |
| 38,978 |
| 271,488 |
|
Jose Armario(f) |
| 202,448 |
| 7,820 |
| 210,268 |
|
Edward A. Brennan |
| 20,834 |
| 18,584 |
| 39,418 |
|
Mary H. Dillon |
| 18,750 |
| — |
| 18,750 |
|
Robert A. Eckert |
| 23,334 |
| 11,450 |
| 34,784 |
|
Timothy J. Fenton(f) |
| 302,843 |
| 9,055 |
| 311,898 |
|
Richard Floersch(f) |
| 56,992 |
| 15,446 |
| 72,438 |
|
Denis Hennequin |
| 340,679 |
| 3,157 |
| 343,836 |
|
Enrique Hernandez, Jr. |
| 35,442 |
| 32,037 |
| 67,479 |
|
Jeanne P. Jackson |
| 24,584 |
| 21,307 |
| 45,891 |
|
Richard H. Lenny |
| 2,000 |
| 2,465 |
| 4,465 |
|
Walter E. Massey |
| 26,334 |
| 12,682 |
| 39,016 |
|
Andrew J. McKenna |
| 51,853 |
| 59,219 |
| 111,072 |
|
Cary D. McMillan |
| 26,334 |
| 11,340 |
| 37,674 |
|
Matthew H. Paull |
| 337,645 |
| 12,669 |
| 350,314 |
|
Sheila A. Penrose |
| 3,000 |
| — |
| 3,000 |
|
David M. Pojman |
| 210,550 |
| 1,022 |
| 211,572 |
|
John W. Rogers, Jr. |
| 88,434 |
| 11,071 |
| 99,505 |
|
Gloria Santona |
| 319,275 |
| 3,767 |
| 323,042 |
|
James A. Skinner |
| 1,136,527 |
| 34,069 |
| 1,170,596 |
|
Roger W. Stone |
| 42,000 |
| 66,951 |
| 108,951 |
|
Jeffrey P. Stratton(f) |
| 106,804 |
| — |
| 106,804 |
|
Donald Thompson(f) |
| 421,276 |
| 14,999 |
| 436,275 |
|
(a) Beneficial ownership of shares that are owned by members of their immediate families directly or through trusts is disclaimed as follows: Directors McKenna, 640; and Rogers, 100.
(b) Includes unallocated shares held in McDonald’s Profit Sharing and Savings Plan as follows: Director Skinner, 11,141; Ms. Santona, 3,628; and Messrs. Armario, 2,809; Fenton, 8,437; Floersch, 541; Paull, 1,455; Pojman, 2,905; Stratton, 2,279; and Thompson, 4,861.
(c) Includes shares that could be purchased by exercise of stock options on or within 60 days after September 28, 2006, under McDonald’s option plans as follows: Directors Adams, 26,334; Brennan, 18,334; Eckert, 13,334; Hernandez, 26,334; Jackson, 22,334; Massey, 26,334; McKenna, 9,332; McMillan, 13,334; Rogers, 13,334; Skinner, 936,193; and Stone, 24,000; Ms. Santona, 246,964 and Ms. Dillon, 18,750; and Messrs. Alvarez, 232,502; Armario, 188,805; Fenton, 250,876; Floersch, 45,865; Hennequin, 340,170; Paull, 330,577; Pojman, 191,276; Stratton, 95,515; and Thompson, 397,377.
(d) Directors and executive officers as a group have sole voting and investment power over shares of common stock listed above except as follows: shared voting and investment powers for shares held by Directors Eckert, 10,000; Hernandez, 8,400; Jackson, 2,250; Lenny, 2,000; and Skinner, 2,168; Ms. Santona, 36,804; Mr. Pojman, 6; and Mr. Stratton, 1.
(e) Includes common stock equivalent units credited under McDonald’s retirement plans and the Directors’ Stock Plan, which (e) are payable in cash.
(f) Upon being designated executive officers, these individuals became subject to similar employment arrangements as other executive officers of McDonald’s, as well as other arrangements consistent with Company policies.
Recent Transactions in McDonald’s Common Stock
Based on the information available to McDonald’s as of September 28, 2006, the following table sets forth the transactions in shares of McDonald’s common stock by directors and executive officers of McDonald’s during the past 60 days.
Name |
| Date |
| Number of |
| Price Per |
| Transaction |
|
Ralph Alvarez |
| September 18, 2006 |
| 100,161 |
| $37.42 |
| Grant of stock options |
|
|
| September 18, 2006 |
| 167,024 |
| $— |
| Two grants of Restricted Stock Units (“RSUs”) under the Company’s Amended and Restated 2001 Omnibus Stock Ownership Plan. The RSUs are subject to the terms of such Plan. The RSUs are subject to performance-vesting criteria, and upon satisfaction of the performance criteria, 33,405 of the RSUs shall vest on the third anniversary of grant and the remainder shall vest on the fifth anniversary of grant. Upon vesting, payout under the RSUs will be in the form of an equal number of shares of McDonald’s common stock or, at the discretion of the Board’s Compensation Committee, the cash value thereof. No dividend, voting or other shareholder rights attach to the RSUs until they vest and only if the payout upon vesting is in shares of common stock. |
|
|
|
|
|
|
|
|
|
|
|
James Skinner |
| September 13, 2006 |
| 22,411 |
| $38.07 |
| Sale of shares |
|
|
| September 13, 2006 |
| 1,000 |
| $38.08 |
| Sale of shares |
|
|
| September 13, 2006 |
| 16,700 |
| $38.00 |
| Sale of shares |
|
Ralph Alvarez |
| July 31, 2006 |
| 18,000 |
| $14.31 |
| Exercise of stock options |
|
|
| July 31, 2006 |
| 18,000 |
| $35.36 |
| Sale of shares |
|
|
| August 1, 2006 |
| 24,222 |
| $23.50 |
| Exercise of stock options |
|
|
| August 1, 2006 |
| 24,222 |
| $35.00356 |
| Sale of shares |
|
Timothy J. Fenton |
| July 31, 2006 |
| 31,200 |
| $14.31 |
| Exercise of stock options |
|
|
| July 31, 2006 |
| 31,200 |
| $35.376538 |
| Sale of shares |
|
Jeffrey P. Stratton |
| July 31, 2006 |
| 26,000 |
| $28.75 |
| Exercise of stock options |
|
|
| July 31, 2006 |
| 26,000 |
| $35.253 |
| Sale of shares |
|