MCDONALD’S CORPORATION
2022 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY (THIS “PROXY”) IS SOLICITED ON BEHALF OF BARBERRY CORP., CARL C. ICAHN, LESLIE SAMUELRICH AND MAISIE LUCIA GANZLER (COLLECTIVELY, THE “PARTICIPANTS”)
THIS PROXY SOLICITATION IS NOT BEING MADE BY OR ON BEHALF OF MCDONALD’S CORPORATION
The undersigned appoint(s) Peter C. Harkins and Jordan M. Kovler and each of them, as proxies (each and any substitute, a “Proxyholder”) with full power of substitution and with discretionary authority to vote all shares of common stock, par value $0.01 per share (the “Shares”), of McDonald’s Corporation (the “Company”), which the undersigned would be entitled to vote if virtually present at the 2022 Annual Meeting of Stockholders of the Company scheduled to be held on May 26, 2022, at 9:00 a.m. Central time, including any adjournments, continuations or postponements thereof and at any meeting called in lieu thereof (the “Annual Meeting”) on all matters coming before the Annual Meeting.
The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the Shares of the Company held by the undersigned, and hereby ratifies and confirms all actions the herein named Proxyholders, their substitutes, or any of them may lawfully take by virtue hereof. Other than the ten (10) proposals set forth on the reverse side of this card, the Participants are not aware of any other matters to be considered at the Annual Meeting.
IF THIS PROXY IS SIGNED AND RETURNED, IT WILL BE VOTED IN ACCORDANCE WITH YOUR SPECIFICATIONS. IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED: (1) “FOR” ALL NOMINEES SET FORTH IN PROPOSAL 1, PLUS THE PERSONS WHO HAVE BEEN NOMINATED BY MCDONALD’S TO SERVE AS DIRECTORS, OTHER THAN RICHARD LENNY AND SHEILA PENROSE; (2) “AGAINST” THE ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION; (3) “FOR” THE APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT AUDITOR FOR 2022; (4) “FOR” THE ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING TO MODIFY THE THRESHOLD TO CALL SPECIAL SHAREHOLDERS’ MEETINGS; (5) “FOR” THE ADVISORY VOTE ON A SHAREOLDER PROPOSAL REQUESTING A REPORT ON REDUCING PLASTICS USE; (6) “FOR” THE ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A REPORT ON ANTIBIOTICS AND PUBLIC HEALTH COSTS; (7) “FOR” THE ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING DISCLOSURE REGARDING CONFINEMENT STALL USE IN THE COMPANY’S U.S. PORK SUPPLY CHAIN; (8) “FOR” THE ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A THIRD-PARTY CIVIL RIGHTS AUDIT; (9) “FOR” THE ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A REPORT ON LOBBYING ACTIVITIES AND EXPENDITURES; (10) “FOR” THE ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A REPORT ON GLOBAL PUBLIC POLICY AND POLITICAL INFLUENCE; AND (11) IN THE PROXY HOLDERS’ DISCRETION AS TO OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
IMPORTANT: PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY CARD TODAY!
PROPOSAL 1: To elect twelve directors of McDonald’s to serve until the 2023 Annual Meeting of Stockholders or until their respective successors are appointed, elected and qualified.
Barberry’s proposal to elect Leslie Samuelrich and Maisie Lucia Ganzler, as directors of the Company, plus the persons who have been nominated by McDonald’s to serve as directors, other than Richard Lenny and Sheila Penrose. Barberry is NOT seeking authority to vote for and WILL NOT exercise any authority to vote for Richard Lenny and Sheila Penrose. You should refer to the proxy statement and form of proxy distributed by McDonald’s for the names, background, qualifications and other information concerning the McDonald’s nominees.
If you do not wish your Shares voted “FOR” a particular nominee, mark the “FOR ALL EXCEPT” box and write the name(s) of the nominees you do not support on the line below. You may also withhold authority to vote for the persons who have been nominated by McDonald’s to serve as directors, other than Richard Lenny and Sheila Penrose, by writing the names of such nominees for whom you wish to withhold authority below. Your Shares will be voted for the remaining nominee(s). None of the McDonald’s nominees for whom we seek authority to vote have agreed to serve if elected with the Icahn Nominees, Leslie Samuelrich and Maisie Lucia Ganzler. There is no assurance that any of McDonald’s nominees will serve as directors if the Icahn Nominees are elected.
