SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 24, 2019
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
110 North Carpenter Street
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(Former Name or Former Address, if Changed Since Last Report)
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Emerging growth company
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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.
(e) Compensatory Arrangements of Certain Officers
Awards to Certain Executive Officers under the Target Incentive Plan (“TIP”) for 2019
The Compensation Committee (the “Committee”) of the Board of Directors of McDonald's Corporation (the “Company”) approved the payout structure for the 2019 TIP awards for executives.
The target 2019 TIP awards for the Company’s “named executive officers” for whom disclosure was required in the Company’s most recent proxy statement (and who remain employed with the Company) are as shown in the table below.
Target TIP Award as a Percentage of Base Salary
President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
President, McDonald's U.S.A.
Executive Vice President, Global Chief Marketing Officer
TIP payouts will be determined primarily by growth in the Company's operating income and comparable guest counts in 2019 over its 2018 performance. Operating income and comparable guest counts are measured on a consolidated or business segment level basis, as applicable to each individual's award. For Messrs. Easterbrook and Ozan and Ms.
Lagnado the payout will be based on consolidated performance. For Mr. Kempczinski, the payout will be based on a combination of the performance of McDonald's U.S.A. and consolidated performance.
In addition to operating income and comparable guest count performance, 2019 TIP payouts to the officers listed above may also be impacted, positively or negatively, by the Company's performance against a pre-established modifier that is closely linked to the Company's Velocity Growth Plan.
The maximum TIP award that any of the above individuals can earn in 2019 is 200% of the target award.
For compensation purposes, performance results may be adjusted from that reported in our financial statements. Specifically, operating income is expressed in constant currencies to more accurately reflect underlying business trends. In addition, certain income and/or expense items that are not indicative of ongoing results may be excluded at the discretion of the Committee.
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.
February 27, 2019
/s/ Denise A. Horne
Denise A. Horne
Corporate Vice President, Associate General Counsel
and Assistant Secretary