UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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McDonald’s Corporation

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These improvements combined with the commitment of our suppliers, franchisees, and their crew members continued to strengthen the everyday experience that defines McDonald’s.

Stewarding Global Impact at Scale through Strong Corporate Governance
We continuously assess our Board composition and leadership succession to ensure we have the right mix of skills, experiences, perspectives, and leadership talent to guide McDonald’s for the long-term.

Earlier this year, we welcomed James Farley, Jr., President and CEO of Ford Motor Company, to our Board. He brings more than 30 years of experience leading global organizations and transforming iconic consumer brands. Today, he guides Ford’s Ford+ transformation, which is focused on digital innovation, customer-centric design, and operational modernization. His experience in optimizing a business today while building for tomorrow is a valuable addition to the Board as it evolves to meet the needs of our dynamic business and customers.

Strong governance underpins our ability to create long-term value. Our Board provides steadfast independent guidance and oversight of our Company through a robust Lead Independent Director role, a majority independent Board, clearly defined committee responsibilities that oversee strategy, risk, culture, and talent, and a highly engaged and deeply experienced group of individual Directors.

Together, these structures reinforce accountability and informed oversight, harnessing the cumulative strength of the McDonald’s System to create value and positively shape the world around us.

With over 45,000 restaurants, we have supported local economies, created opportunities, and demonstrated the values that have anchored McDonald’s for 70 years. We remain committed to leading responsibly, strengthening the communities we serve, acting with integrity, and ensuring our scale supports long‑term shareholder value.

As we advance our strategy, we continue to assess where we can make the most meaningful impact across our value chain, including on climate and business resilience. Our approach focuses on what we can execute effectively and govern credibly, balancing evolving market conditions and external expectations with our desire to support a strong, resilient System. Our focus remains on taking practical actions that strengthen long-term business resilience by helping support suppliers and farming communities, while maintaining disciplined oversight and the flexibility to refine our path as standards, risks, and opportunities continue to evolve.

Confidence in the Road Ahead

As we look to what is next, we do so with momentum and a clear sense of purpose. We will continue strengthening our core business, scaling proven innovations, modernizing the restaurant experience, and investing with discipline to drive long-term value creation.

Customer expectations will continue to rise – and we’re ready. Our growth strategy has built the capabilities to keep McDonald’s relevant, to move faster with what works, and to scale it in ways that support strong and consistent restaurant execution. This sets us up to earn more visits and sustain long-term growth.

To our franchisees and their crew members, suppliers, and company employees: thank you for everything you do to serve customers and communities every day. And to our shareholders: thank you for your continued commitment to McDonald’s and our future.

The next chapter is ours to shape, and we are prepared to lead with confidence and purpose.

Chris Kempczinski

Chairman and CEO

Board Leadership

The optimal leadership structure for a company depends on a variety of factors at any given time, including the particular composition of the Board as well as the specific needs and opportunities of the Company. As such, our Board believes that it is critical to maintain the flexibility to implement the right leadership structure to properly address the opportunities and challenges that exist at a particular time. Our Board also believes that, with any leadership structure, it is critically important to develop and maintain a strong relationship between the independent Directors and management.

In 2024, the Board concluded that, at that time, a combined Chairman and Chief Executive Officer role best served the interests of the Company and its shareholders. Christopher Kempczinski was elected Chairman of the Board and Miles White was elected as the Lead Independent Director following the 2024 Annual Shareholders’ Meeting. This leadership transition was the result of robust succession planning and thoughtful deliberation by the full Board, which considered Mr. Kempczinski's leadership of our successful Accelerating the Arches strategy; his commitment to our employees, franchisees, suppliers and shareholders; his demonstrated track record of successfully navigating through multiple complex issues; and the Board’s confidence in his ability to lead the Company's next phase of growth. The Board also considered the complex and shifting landscape of the global foodservice industry, and determined that a combined Chairman and Chief Executive Officer role would best position the Company to navigate the current environment.

Mr. White's election as the Lead Independent Director acknowledged that a combined Chairman and Chief Executive Officer structure requires strong independent oversight. The Lead Independent Director role has been clearly defined with a set of responsibilities incorporated into our Corporate Governance Principles. The Board concluded that Mr. White’s extensive experience leading global and complex organizations and comprehensive knowledge of our business qualified him to guide the Board in its oversight of the Company and to foster open dialogue among our independent Directors and management.

Following the 2025 Annual Shareholders’ Meeting, the Board reevaluated and reaffirmed its leadership structure, re-electing Mr. Kempczinski as Chairman and Mr. White as Lead Independent Director. After engaging in a robust, disciplined review of the structure’s performance as well as the dynamic industry landscape, the Board continues to believe that a combined Chairman and Chief Executive Officer working in partnership with a strong Lead Independent Director remains the right structure for the Company at this time. This structure ensures continuity in leadership and strategic alignment, while Mr. White’s clearly defined role as Lead Independent Director ensures rigorous independent oversight.

Please see “Board Leadership” on page 33 for more information on the Board’s process and these changes to the Board’s leadership structure.

Overview of Director Nominees

The following table provides an overview of the 12 Directors who are standing for re-election at our 2026 Annual Shareholders’ Meeting. See “Proposal 1: Election of Directors” on page 18 for more information.

Forward-Looking Statements & Website Links

This Proxy Statement contains forward-looking statements about future events and circumstances and their effects upon revenues, expenses, and business opportunities. Generally speaking, any statement in this Proxy Statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward- looking or conditional words such as “could,” “should,” “can,” “continue,” “aim,” “estimate,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “confident,” “commit,” “enable,” “potential,” and “trajectory” or similar expressions. In particular, statements regarding the Company’s plans, strategies, prospects and expectations regarding its business and industry, as well as environmental and social impact initiatives and similar commitments, are forward-looking statements. They reflect expectations, are not guarantees of performance and speak only as of the dates the statements are made. These forward-looking statements involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from those in the forward-looking statements include those that are reflected in the Risk Factors section on page 27 of the Company’s 2025 Annual Report on Form 10-K, filed on February 24, 2026, and elsewhere in the Company's filings with the SEC. Except as required by law, the Company does not undertake to update such forward-looking statements. You should not rely unduly on forward-looking statements.

Website links included in this Proxy Statement are for convenience only. Information contained on or accessible through such website links is not incorporated in, and does not constitute a part of, this Proxy Statement.

In addition, our Board’s Director nominees contribute to our Board the individual experiences, qualifications and skills depicted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list. It is intended to highlight notable areas of focus for each nominee, and not having a mark does not mean that a particular nominee does not possess that experience, qualification or skill. Nominees have acquired these experiences, qualifications, and skills through education, direct experience, and oversight responsibilities. For information on our Board demographics, see “Board Demographics” on page 36.

Other Information

Director nominees who receive a majority of the votes cast will be elected to our Board. If any Director nominee does not receive a majority of the votes cast at our 2026 Annual Shareholders’ Meeting, he or she has previously tendered an irrevocable resignation that, subject to our Governance Committee’s recommendation and our Board’s acceptance, would be effective following our 2026 Annual Shareholders’ Meeting. All of our Board’s Director nominees have given their consent to being named as nominees for election and have indicated their intention to serve as Director if elected. Our Board does not anticipate that any of its Director nominees will be unable to serve. If for some reason any such nominee was unable to serve or would not serve if elected, the persons named as proxies may vote for a substitute nominee recommended by our Board. In the alternative, our Board may reduce its size, as permitted by our By-Laws. If a substitute nominee is designated prior to our 2026 Annual Shareholders’ Meeting, we will file materials that, as applicable, identify such nominee, disclose that such nominee has consented to being named in the amended proxy materials and to serving as Director if elected, and set forth certain biographical and other information about such nominee as required by SEC rules.

Biographical Information

Biographical information about our Board’s Director nominees as of the date of this Proxy Statement, including their ages, professional experiences, Board tenure, Committee memberships, qualifications and other public company directorships, is set forth on the following pages.