SUPPORTING STATEMENT: After two decades of Chair and CEO separation, McDonald’s recombined the roles in 2024. Attempting to justify this reversal, the proxy statement claimed “many” of the “largest and best companies” combine the roles—but failed to note that 60% of S&P 500 companies don’t. Additionally, the roles are currently separate at companies up and down the industry, including RBI, Wendy’s, Yum! Brands, Yum! China Holdings, Domino’s, Papa John’s, Chipotle, Jack in the Box, Dine Brands, Darden, Brinker, Bloomin’, Denny’s, Texas Roadhouse, Wingstop, Shake Shack, Sweetgreen, Red Robin, First Watch, Noodles & Co, BJ’s, Cracker Barrel, El Pollo Loco, FAT Brands, MTY, RAVE, Dutch Bros., A&W, Potbelly, Nathan’s Famous, Dave & Busters, Krispy Kreme, Cava, Portillo’s, and (master McDonald’s franchisee) Arcos Dorados. McDonald’s 2024 proxy statement also claimed recombining the roles would “evolve” the Board by returning “to a model that was in place for its first 40 years.” But calling a return to old governance an evolution exemplifies irony and defies logic. Further, the move is incongruous with McDonald’s extensive history touting the benefits of separation. For example, McDonald’s 2010 proxy statement said the roles were separated in 2004 during a transition period to ensure the new CEO “had an appropriately strong counterpoint on the Board” but continued “because it has worked well to assure constructive engagement with the Chief Executive Officer and effective oversight of management as a whole.” In 2015, it again recognized that separation “ensure[s] constructive engagement between the Board and the CEO” and lets the CEO “focus on the Company’s business, while the Chairman can focus on corporate governance.” And in 2020, it described separation as part of a structure that “facilitates effective oversight, further strengthens our Board’s independent leadership, and supports our commitment to enhancing shareholder value” and that’s “important due to the Company’s position as a leading global foodserviceretailer.” Even in 2023—just before the reversal—it reaffirmed that separation “promotes effective oversight and strengthens our Board’s independent leadership, each of which drives enhanced shareholdervalue.” Of course, these benefits aren’t dependent on circumstances. Indeed, separation always ensures constructive Board and CEO engagement, facilitates effective oversight, and lets the CEO focus on daily business while the Chair focuses on governance. And if separation’s important “due to the Company’s position as a leading global foodservice retailer,” that’ll be true as long as McDonald’s remains one. Put another way, combining the roles doesn’t ensure constructive engagement or facilitate effective oversight, nor let the CEO focus on daily business while the Chair focuses on governance; it’s also inharmonious with the statement that McDonald’s market position makes separation important. McDonald’s was right to tout the benefits of CEO and Chair separation all those years—and readopting that structure would protect shareholder value, ensure accountability, and realign McDonald’s with its peers