How did McDonald’s (MCD) shareholders vote on written consent rights in 2026?

The advisory shareholder proposal regarding shareholders’ right to act by written consent did not receive majority support. It drew 210,184,684 votes for, 291,750,232 against and 3,096,205 abstentions, plus 91,259,572 broker non-votes noted on this proposal.

McDonald’s (NYSE: MCD) investors back board, reject chair and consent bids

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

McDonald’s Corporation reported the final voting results from its 2026 Annual Shareholders’ Meeting held on May 20, 2026. All 12 director nominees were elected to the Board for terms lasting until the 2027 Annual Shareholders’ Meeting. Shareholders approved the advisory vote on executive compensation and ratified Ernst & Young LLP as independent auditor for 2026 by wide margins. Two advisory shareholder proposals, one seeking a policy for an independent Board chair and another seeking the right to act by written consent, did not receive majority support and therefore were not approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Highest director "For" vote: 502,152,987 votes Say-on-pay "For" votes: 478,236,845 votes Auditor ratification "For" votes: 564,418,960 votes +3 more

6 metrics

Highest director "For" vote 502,152,987 votes Jennifer Taubert director election at 2026 Annual Shareholders’ Meeting

Say-on-pay "For" votes 478,236,845 votes Advisory approval of executive compensation

Auditor ratification "For" votes 564,418,960 votes Ratification of Ernst & Young LLP as 2026 independent auditor

Independent chair proposal "For" votes 109,660,842 votes Advisory shareholder proposal for an independent chair

Written consent proposal "For" votes 210,184,684 votes Advisory shareholder proposal on right to act by written consent

Broker non-votes on proposals 1, 2, 4, 5 91,259,572 votes Broker non-vote count repeated across most non-routine proposals

Key Terms

Broker Non-Votes, independent auditor, advisory proposal, Independent Chair, +1 more

5 terms

Broker Non-Votes financial

"Name | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditor financial

"ratify the appointment of Ernst & Young LLP as independent auditor for 2026"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

advisory proposal financial

"Proposal 2: An advisory proposal to approve executive compensation."

Independent Chair financial

"an advisory shareholder proposal to adopt a policy for an Independent Chair"

Understanding 8-K Material Events →

05/22/2026 - 10:34 AM

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): May 20, 2026

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)

Not Applicable

(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):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	MCD	New York Stock Exchange

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			☐


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 5.07 Submission of Matters to a Vote of Security Holders.

McDonald’s Corporation (the “Company”) held its 2026 Annual Shareholders’ Meeting (the “Annual Meeting”) on May 20, 2026. Set forth below are the final, certified voting results for each proposal presented at the Annual Meeting, as reported by Broadridge Financial Solutions, Inc., the Company’s independent inspector of election.

Proposal 1: The election of 12 nominees to the Company’s Board of Directors, each to hold office until the Company’s 2027 Annual Shareholders’ Meeting and until his or her successor has been elected and qualified.


Name	For	Against	Abstain	Broker Non-Votes
Anthony Capuano	501,940,842	2,102,336	987,943	91,259,572
Kareem Daniel	497,509,550	6,344,021	1,177,550	91,259,572
Lloyd Dean	484,374,480	19,370,848	1,285,793	91,259,572
Catherine Engelbert	495,915,159	8,230,906	885,056	91,259,572
James Farley, Jr.	498,708,169	5,384,413	938,539	91,259,572
Margaret Georgiadis	488,380,513	15,542,749	1,107,859	91,259,572
Michael Hsu	481,015,122	23,014,723	1,001,276	91,259,572
Christopher Kempczinski	465,293,316	38,754,428	983,377	91,259,572
Jennifer Taubert	502,152,987	1,997,241	880,893	91,259,572
Paul Walsh	491,761,801	12,189,461	1,079,859	91,259,572
Amy Weaver	493,026,833	10,633,738	1,370,550	91,259,572
Miles White	480,186,802	23,794,164	1,050,155	91,259,572

Proposal 2: An advisory proposal to approve executive compensation.


For	Against	Abstain	Broker Non-Votes
478,236,845	24,626,761	2,167,515	91,259,572

Proposal 3: An advisory proposal to ratify the appointment of Ernst & Young LLP as independent auditor for 2026.


For	Against	Abstain	Broker Non-Votes
564,418,960	30,747,919	1,123,814	0

Proposal 4: An advisory shareholder proposal to adopt a policy for an Independent Chair.


For	Against	Abstain	Broker Non-Votes
109,660,842	390,230,525	5,139,754	91,259,572

Proposal 5: An advisory shareholder proposal regarding shareholders' right to act by written consent.


For	Against	Abstain	Broker Non-Votes
210,184,684	291,750,232	3,096,205	91,259,572

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:

May 22, 2026

By:

/s/ Jeffrey J. Pochowicz

Jeffrey J. Pochowicz
Vice President – Associate General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did McDonald’s (MCD) shareholders decide at the 2026 annual meeting?

McDonald’s shareholders elected all 12 director nominees, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for 2026. Two advisory shareholder governance proposals, on an independent chair and written consent rights, did not receive majority support.

Was McDonald’s (MCD) executive compensation approved by shareholders in 2026?

Yes. Shareholders approved McDonald’s executive compensation in a non-binding advisory vote, with 478,236,845 votes in favor, 24,626,761 against and 2,167,515 abstentions. There were 91,259,572 broker non-votes recorded on this executive compensation proposal.

Did McDonald’s (MCD) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as McDonald’s independent auditor for 2026 with 564,418,960 votes for, 30,747,919 against and 1,123,814 abstentions. There were no broker non-votes recorded on the auditor ratification proposal.

What happened to the McDonald’s (MCD) independent chair shareholder proposal?

The advisory shareholder proposal for McDonald’s to adopt a policy for an independent chair did not pass. It received 109,660,842 votes for, 390,230,525 against and 5,139,754 abstentions, along with 91,259,572 broker non-votes on this governance item.

Were all McDonald’s (MCD) director nominees elected at the 2026 meeting?

Yes. All 12 McDonald’s director nominees, including Christopher Kempczinski, Jennifer Taubert and others, were elected to serve until the 2027 Annual Shareholders’ Meeting. Each nominee received more votes for than against, alongside reported abstentions and broker non-votes.

Filing Exhibits & Attachments

3 documents