Both Glass Lewis and ISS Recommend McDonald's
Shareholders Vote FOR ALL of McDonald's Director Nominees
McDonald's Board of Directors Urges
Shareholders to Vote FOR ALL of its Director Nominees on the WHITE
Proxy Card TODAY
CHICAGO, May 17, 2022
/PRNewswire/ -- McDonald's Corporation (NYSE: MCD) today issued the
following statement in response to a report published by proxy
advisory firm Glass, Lewis & Co. ("Glass Lewis") on
May 17, 2022, regarding the election
of directors to McDonald's Board at the Company's 2022 Annual
Shareholders' Meeting, scheduled to be held on May 26, 2022, at 9:00 a.m.
CT:
McDonald's appreciates Glass Lewis' support of
the election of all of McDonald's directors, which is aligned with
the report published by Institutional Shareholder Services ("ISS")
on May 16, 2022. We are pleased that
Glass Lewis noted the following:
- "…the Company appears to be making meaningful progress towards
meeting its goal of responsibly phasing out gestation crates from
its U.S. supply chain, and the Company has offered a reasonable
rationale for the recent delay in its progress."
- "After review, we do not see any evidence to suggest the
Company's practice of housing pregnant sows in the initial phase of
pregnancy represents a substantial deviation from current industry
practice."
- "…we believe Management Nominees Penrose and Lenny have vastly
superior qualifications and depth of experience compared to those
of Dissident Nominees Samuelrich and Ganzler."
- "…we believe the Dissident has failed to make a sufficiently
compelling case to warrant the boardroom changes it is seeking
here… we believe the Dissident's campaign takes on a decidedly
simplistic and myopic view of ESG concerns, with no substantive
regard given to the economics of the Company's business nor to the
creation of shareholder value. Further, we believe the Dissident
Nominees lack the requisite background, qualifications and
experience for serving on the board of a large multinational firm
such as the Company."
The Board reminds shareholders that every vote
is important. The McDonald's Board of Directors urges shareholders
to vote FOR ALL of McDonald's director nominees on the WHITE proxy
card and to disregard any materials, including any gold proxy card,
that may be sent to you by the Icahn Group.
Shareholders with questions or who need assistance voting their
shares may call the Company's proxy solicitors: Innisfree
M&A Incorporated at (877) 456-3463 (toll-free from the U.S. or
Canada) or (412) 232-3651 (from
other countries); or Kingsdale Advisors at (855) 683-3113
(toll-free in North America) or
(416) 867-2272 (outside of North
America).
Additional materials regarding McDonald's 2022 Annual
Shareholders' Meeting can be found at VoteForMcD.com.
Centerview Partners and PJT Partners are acting as McDonald's
financial advisors. Paul, Weiss, Rifkind, Wharton & Garrison
LLP and Davis Polk & Wardwell
LLP are serving as legal counsel.
About McDonald's
McDonald's is the world's leading
global foodservice retailer with more than 39,000 locations in over
100 countries. Approximately 95% of McDonald's restaurants
worldwide are owned and operated by independent local business
owners.
Forward-Looking Statements
This release and other
written or oral statements made from time to time by McDonald's
Corporation ("McDonald's") contain forward-looking statements about
future events and circumstances. Generally speaking, any statement
not based upon historical fact is a forward-looking statement. In
particular, statements regarding McDonald's plans, strategies,
prospects and expectations regarding its business and industry are
forward-looking statements. They reflect McDonald's expectations,
are not guarantees of performance and speak only as of the date
hereof. Except as required by law, McDonald's does not undertake to
update such forward-looking statements. You should not rely unduly
on forward-looking statements. McDonald's business results are
subject to a variety of risks, including those that are described
in its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022 and subsequent filings
with the Securities and Exchange Commission (the "SEC").
IMPORTANT ADDITIONAL INFORMATION REGARDING PROXY
SOLICITATION
McDonald's has filed a definitive proxy statement and WHITE
proxy card with the SEC in connection with its solicitation of
proxies for its 2022 Annual Meeting. MCDONALD'S SHAREHOLDERS ARE
ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY
AMENDMENTS AND SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY
CARD AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. McDonald's shareholders
may obtain a copy of the definitive proxy statement (and any
amendments and supplements thereto), the accompanying WHITE proxy
card and other relevant documents filed by McDonald's with the SEC
without charge from the SEC's website at www.sec.gov. McDonald's
shareholders may also obtain a copy of these documents without
charge by sending a request to shareholder.services@us.mcd.com or
visiting the investor section of the McDonald's website at
www.investor.mcdonalds.com.
CERTAIN INFORMATION REGARDING PARTICIPANTS
McDonald's, its directors and certain of its executive officers
are participants in the solicitation of proxies from McDonald's
shareholders in connection with the matters to be considered at the
2022 Annual Meeting. Information regarding the ownership of
McDonald's directors and executive officers in McDonald's common
stock is included in the definitive proxy statement for its 2022
Annual Meeting, filed with the SEC on April
8, 2022, which can be found through the SEC's website at
www.sec.gov. Changes to such ownership have been or will be
reflected on Statements of Changes in Beneficial Ownership on Form
4 filed with the SEC. Details concerning the nominees of the
McDonald's Board of Directors for election at the 2022 Annual
Meeting are also included in such definitive proxy statement.
Contacts
McDonald's Corporation Global
Communications
Jesse Lewin
Jesse.Lewin@us.mcd.com
View original
content:https://www.prnewswire.com/news-releases/mcdonalds-comments-on-report-from-proxy-advisory-firm-glass-lewis-that-shareholders-vote-for-all-of-mcdonalds-director-nominees-301549745.html
SOURCE McDonald’s Corporation