Ford CEO James Farley joins McDonald’s (NYSE: MCD) Board, raising director count to 12

Rhea-AI Filing Summary

McDonald’s Corporation added automotive executive James D. Farley, Jr. to its Board of Directors, effective February 4, 2026, increasing the Board size to 12 directors. The Board determined he is independent under New York Stock Exchange listing standards and has no material relationships or reportable transactions with the Company.

Farley is President and CEO of Ford Motor Company and has more than 30 years of experience leading global organizations and consumer brands. He will receive compensation consistent with other non-employee directors, as described in McDonald’s 2025 proxy statement, and has not yet been appointed to any Board committees.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): February 4, 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. 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On February 4, 2026, the Board of Directors (the “Board”) of McDonald’s Corporation (the “Company”) increased the size of the Company’s Board to a total of 12 Directors, effective February 4, 2026. At the same meeting, the Board elected James D. Farley, Jr., as a Director, also effective February 4, 2026. The Board has not elected Mr. Farley to any Board Committees at this time.

The Board determined that Mr. Farley is independent as defined by the New York Stock Exchange listing standards. He does not have any material relationships with the Company, and there are no transactions between Mr. Farley and the Company that would be required to be reported under Item 404(a) of Regulation S-K. There is also no arrangement or understanding between Mr. Farley and the Company pursuant to which he was selected as a Director. Mr. Farley will receive compensation generally consistent with that received by non-employee Directors, as described in the Company’s most recent Proxy Statement for the 2025 Annual Meeting of Shareholders, as may be modified by the Board for all non-executive Directors, from time to time.

A copy of the press release issued by the Company on February 10, 2026, announcing Mr. Farley’s election, is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of McDonald’s Corporation issued February 10, 2026: James D. Farley, Jr. Elected to McDonald’s Board of Directors

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:

February 10, 2026

By:

/s/ Jeffrey J. Pochowicz

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

Exhibit 99.1

James D. Farley, Jr. Elected to McDonald’s Board of Directors

CHICAGO, IL – February 10, 2026: McDonald’s Corporation (NYSE: MCD) today announced the election of James D. Farley, Jr., to its Board of Directors, effective February 4, 2026.

Mr. Farley currently serves as President and CEO of Ford Motor Company and sits on Ford’s Board of Directors, where he is guiding the company’s Ford+ transformation, a strategy centered on digital innovation, customer-centric design, and operational modernization. He brings more than 30 years of experience leading complex global organizations and transforming iconic consumer brands. He previously served as chief operating officer and president of new businesses, technology and strategy teams.

Earlier in his career at Ford, Farley held leadership roles overseeing Ford Europe, Middle East, and Africa; Global Marketing, Sales & Service; the ongoing reinvention of the Lincoln brand; and Ford’s operations in Canada, Mexico, and South America.

Prior to Ford, he spent nearly two decades at Toyota and Lexus in brand marketing and product leadership.

“Jim brings invaluable experience balancing innovation with operational excellence, modernizing customer experience, engaging independent operators, and harnessing technology to improve systems at scale,” said Chris Kempczinski, Chairman and CEO of McDonald’s Corporation. “His leadership in optimizing a business today while building tomorrow will be useful as we continue to drive momentum across our business.”

“McDonald’s is one of the most admired and recognized brands in the world,” said Farley. “I’ve long respected how the company balances scale with local entrepreneurship and tradition with innovation. I’m honored to join their world-class values-based Board and look forward to contributing to McDonald’s next era of growth.”

His election brings the Board to a total of 12 members, each contributing diverse experience and expertise that strengthen McDonald’s long‑term strategic direction. The Board continuously focuses on thoughtful director succession planning to ensure it reflects the skills needed to guide the Company’s future. Notably, half of McDonald’s directors have joined since 2022, reinforcing the Board’s commitment to refreshment and future‑ready governance.

About McDonald's

McDonald's is the world's leading global foodservice retailer with over 45,000 locations in over 100 countries. Approximately 95% of McDonald's restaurants worldwide are owned and operated by independent local business owners.

FAQ

What did McDonald’s (MCD) announce regarding its Board of Directors?

McDonald’s announced the election of James D. Farley, Jr. to its Board of Directors, effective February 4, 2026. His addition increases the Board to 12 members as the company continues to emphasize director refreshment and future-ready governance capabilities.

Who is James D. Farley, Jr., the new McDonald’s (MCD) director?

James D. Farley, Jr. is the President and CEO of Ford Motor Company and a member of Ford’s Board. He brings over 30 years of experience leading complex global organizations and transforming prominent consumer brands, including senior roles at Ford, Toyota, and Lexus.

Is the new McDonald’s (MCD) director considered independent?

Yes. McDonald’s Board determined that James D. Farley, Jr. is independent under New York Stock Exchange listing standards. The company states he has no material relationships with McDonald’s and no transactions requiring disclosure under Item 404(a) of Regulation S-K.

How will James D. Farley, Jr. be compensated as a McDonald’s (MCD) director?

Farley will receive compensation generally consistent with non-employee McDonald’s directors, as described in the company’s 2025 proxy statement. The filing notes compensation may be modified by the Board from time to time for all non-executive directors on a consistent basis.

Did McDonald’s (MCD) change the size of its Board with this election?

Yes. On February 4, 2026, McDonald’s Board increased its size to 12 directors and elected James D. Farley, Jr. at the same meeting. The company highlights that half of its directors have joined since 2022, supporting ongoing Board refreshment.

What governance themes does McDonald’s (MCD) emphasize in this Board update?

McDonald’s emphasizes director succession planning, diverse experience, and future-ready governance. The company notes that half of its directors have joined the Board since 2022, reflecting a focus on skills that support long-term strategic direction and the company’s next era of growth.

What experience does James D. Farley, Jr. bring to McDonald’s (MCD) Board?

Farley brings experience in digital innovation, customer-centric design, and operational modernization from leading Ford’s Ford+ transformation. He has overseen global regions, brand reinventions, and marketing at Ford, and previously spent nearly two decades in brand marketing and product leadership at Toyota and Lexus.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 5.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB