Additional Proxy Soliciting Materials (definitive) (defa14a)
2022年5月14日 - 01:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.
)
Filed by the Registrant x |
Filed by a Party other than the Registrant o |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material under §240.14a-12 |
McDONALD’S
CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check the appropriate box): |
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x |
No fee required. |
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Fee paid previously with preliminary materials.
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Fee
computed on table in exhibit required by Item 25(b) per Exchange
Act Rules 14a6(i)(1) and 0-11 |
On May 13, 2022, McDonald’s Corporation (“McDonald’s”) sent two
letters to its shareholders, copies of which are attached hereto as
Exhibits 1 and 2.
FORWARD-LOOKING STATEMENTS
This document contains 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.
Exhibit 1

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May 13, 2022 Dear
McDonald’s Shareholder: McDonald’s Annual Shareholders’ Meeting,
taking place on May 26, 2022, is fast approaching. Please take a
moment now to ensure that your shares are represented. The
McDonald’s Board and management team strongly recommend that you
vote FOR ALL of McDonald’s highly-qualified Director Nominees on
the WHITE proxy card today. Your vote is important, no matter how
many or how few shares you may own. Your vote is especially
important this year in light of an attempt by a dissident
shareholder to elect two of its own candidates in place of two of
the McDonald’s Board’s highly-qualified Director Nominees. Because
time is short, you are encouraged to VOTE THE WHITE PROXY CARD
TODAY BY INTERNET OR TELEPHONE, OR BY MARKING, SIGNING, DATING AND
RETURNING THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE- PAID
ENVELOPE PROVIDED. We appreciate your investment in McDonald’s.
Very truly yours, Desiree Ralls-Morrison Executive Vice President,
General Counsel and Corporate Secretary PLEASE VOTE AS SOON AS
POSSIBLE on the WHITE proxy card. You can vote your shares by
internet, telephone or mail. Please visit the website or dial the
toll-free number shown on the enclosed proxy card (available 24/7)
to submit your instructions online or by phone. If you received
this letter by email, you may simply click the WHITE “VOTE NOW”
button in the email. If you have any questions or require
assistance in voting your shares, please call our proxy solicitors:
INNISFREE M&A INCORPORATED (877) 456-3463 (toll-free from the
U.S. or Canada) (412) 232-3651 (from other countries) KINGSDALE
ADVISORS (855) 683-3113 (toll-free in North America) (416) 867-2272
(outside of North America)
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Exhibit 2

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May 13, 2022 Dear
Fellow McDonald’s Shareholder, At McDonald’s Annual Shareholders’
Meeting on May 26, 2022, you face an important decision that may
impact the strength and expertise of McDonald’s Board of Directors.
We write to you to encourage you to consider this choice carefully
and to use the enclosed WHITE proxy card to vote today FOR ALL of
McDonald’s Director Nominees. We strongly believe that both
individually and collectively, our Directors have the relevant
experience, expertise and qualifications that enable them to
effectively oversee McDonald’s global operations and long-term
priorities, including our Accelerating the Arches growth strategy.
The McDonald’s Board is a diverse, highly engaged group of
individuals that provides strong, effective oversight of our
Company, and will continue working hard on your behalf. Shareholder
Value is the Priority – and the McDonald’s Board Has Delivered The
Board’s focus on investing in new and existing restaurants – and
returning free cash flow to shareholders through dividends and
share repurchases – has contributed to best-in-class total
shareholder return (“TSR”) over the long- and short-term. In fact,
in the last year, McDonald’s delivered TSR1 of 12%, and over the
last 5 years, McDonald’s delivered TSR to the tune of 105%,
significantly outperforming our peers, the Dow Jones and the
S&P 500. While delivering this value to you, the Board has also
continued to prioritize best-in-class governance, as well as the
issues that matter most to McDonald’s customers and communities,
including sustainability, affordability and quality. The McDonald’s
Board is Actively Involved in Overseeing our Business, Including
our Leading ESG Strategy The Board has the right balance of
experience, expertise and perspectives to guide our Company’s ESG
strategy. More than half of our directors have significant
sustainability and corporate responsibility expertise. The Board’s
Sustainability & Corporate Responsibility Committee oversees
McDonald’s sustainability priorities, including reviewing and
monitoring the development and achievement of our sustainability
goals and metrics. Over the past year, this Committee supported the
development of our strategy to achieve net zero emissions by 2050
and the publication of our inaugural Climate Risk & Resiliency
Report. It also oversaw significant progress on our ESG strategy
more broadly, including our animal health and welfare efforts,
advancements on packaging and waste issues, and progress on forests
and our Diversity, Equity and Inclusion commitments. McDonald’s is
a Pioneering Leader on Pig Welfare Under the Board’s leadership,
McDonald’s became the first major QSR brand to make a commitment to
source from producers who do not use gestation stalls for pregnant
sows in 2012. Our commitment was developed with input from animal
welfare advocates, including the Humane Society of the United
States, veterinary scientists and agricultural experts. It was well
understood then, and remains so today, that there is a period of a
breeding sow’s life when it should not be housed in a group
setting: during the insemination process and until a pregnancy is
confirmed, which best promotes a successful pregnancy and supports
the economic viability of farming operations. Veterinary experts
estimate this period to last 4-6 weeks. Over the course of the past
several years, there have been market challenges for farmers and
producers, such as the COVID-19 pandemic and global African Swine
Fever outbreak, that have slowed progress on phasing out gestation
stalls – both for the producers that source pork to McDonald’s
suppliers and across the entire industry. Despite these challenges,
more than 61% of our U.S. pork supply chain has phased out the use
of gestation stalls for confirmed pregnant sows as of the end of
2021, and we expect to source 85% to 90% of our U.S. pork volumes
from group housing systems by the end of 2022. We remain committed
to phasing out gestation stalls for housing confirmed pregnant sows
in the U.S. by the end of 2024. 1 TSR defined as share price
performance plus impact of reinvested dividends. One-year TSR
reflects period beginning April 28, 2021 and ending April 28, 2022.
Five-year TSR reflects five-year period beginning April 28, 2017
and ending April 28, 2022.
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Icahn’s Position
Does Not Make Sense Scientifically and Would Harm Customers
Economically Carl Icahn has asked for new commitments from
McDonald’s pertaining to the way our suppliers house pregnant sows.
This includes requiring all of McDonald’s U.S. pork suppliers to
move to “crate-free” pork and set specific timeframes for doing so.
What Mr. Icahn is demanding from McDonald’s – and other companies –
is not feasible, as there is not sufficient “crate-free” pork
supply available today to meet McDonald’s needs. It also reflects a
departure from the veterinary science used for large-scale
production throughout the industry. Importantly, it would also
impede our ability to provide our customers with high quality
products at accessible prices – a key tenet of McDonald’s mission.
McDonald’s already pays a premium to purchase group-housed pork in
accordance with our 2012 commitment. Sourcing from this niche
“crate-free” market would significantly increase these costs. Mr.
Icahn’s campaign would have only one clear outcome: a greater
financial burden on our customers and our Company. While we believe
our customers need choices – and therefore created the McPlant™ –
Mr. Icahn’s demand for meatless protein diversification ignores
customer preference and would force management to focus on menu
items that customers may not want at this time. In addition, this
focus is fundamentally at odds with McDonald’s business model, and
runs counter to shareholder interests. Icahn’s Single-Platform
Nominees Would Not be Valuable Additions to the McDonald’s Board
While the Board has steadfastly delivered value to shareholders,
Mr. Icahn is using a narrow issue – McDonald’s 2012 pork commitment
– as a reason to replace two of McDonald’s highly qualified
directors with individuals who lack not only public company board
experience, but also the expertise and qualifications needed to
contribute meaningfully to the majority of issues regularly faced
by the McDonald’s Board. Neither nominee has the knowledge or
context, the multinational or international experience, nor the
financial or complex supply chain expertise to effectively oversee
a large public corporation such as McDonald’s. Vote the WHITE Proxy
Card TODAY – Protect the Value that the McDonald’s Board Has
Continuously Delivered to You The McDonald’s Board continues to
take decisive action in the best interests of you, our valued
shareholders, the communities we serve and our customers, all while
making progress on some of the world’s most pressing ESG matters of
our time. Do not let Mr. Icahn’s narrow campaign unseat two of
McDonald’s Directors who bring critical skills and experience to
the table. We urge you to use the enclosed WHITE proxy card to vote
today FOR ALL of McDonald’s Director Nominees. Please do NOT sign,
return or vote any gold proxy card that may be sent to you by the
Icahn Group. Your vote is important. Thank you for your continued
support and consideration. On behalf of your Board of Directors,
Chris Kempczinski President and CEO McDonald’s
Corporation
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INNISFREE M&A
INCORPORATED (877) 456-3463 (toll-free from the U.S. or Canada)
(412) 232-3651 (from other countries) KINGSDALE ADVISORS (855)
683-3113 (toll-free in North America) (416) 867-2272 (outside of
North America) PLEASE VOTE AS SOON AS POSSIBLE on the WHITE proxy
card. You can vote your shares by internet, telephone or mail.
Please visit the website or dial the toll-free number shown on the
enclosed proxy card (available 24/7) to submit your instructions
online or by phone. If you received this letter by email, you may
simply click the WHITE “VOTE NOW” button in the email. Please do
not sign, return or vote any gold proxy card that may be sent to
you by the Icahn Group. If you have already voted using a gold
proxy card, you can revoke that proxy at any time before it is
exercised at the Annual Shareholders’ Meeting by following the
instructions on your WHITE proxy card to vote online or by phone or
by marking, signing, dating and returning your WHITE proxy card in
the postage-paid envelope provided. Only your latest dated, validly
executed proxy counts. If you have any questions or require
assistance in voting your shares, please call our proxy solicitors:
1 2
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