MCDONALD'S CORPORATION | Right To Act By Written Consent at MCDONALD'S CORPORATION

Status
Filed
AGM date
Previous AGM date
Resolution details
Company ticker
MCD
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
McDonald's shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for McDonald's shareholders to call for a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting ? yet McDonald's made the threshold 25% of shareholders based on all shares outstanding. The threshold 25% of shareholders based on all shares outstanding at McDonald's is only a token right to call for a special shareholder meeting. If McDonald's claims otherwise then McDonald's can give one example of the shareholders of any company the size of McDonald's or larger who have ever called for special shareholder meeting and the meeting actually took place. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when McDonald's is underperforming. Now could be a good time for this proposal due to the slow performance of McDonald's stock. McDonald's stock was at $281 in 2022 and at $295 in late 2025 despite a robust stock market. If McDonald's directors and management know that McDonald's shareholders can act by written consent they will have a greater incentive to perform. Challenging news reports regarding McDonald's emerged in 2025 and it would be easy for shareholders to find similar news reports for 2026: McDonald's experienced its worst U.S. same-store sales drop since the pandemic in the first quarter of 2025, with a 3.6% decline, and a 1% fall in global sales. This was driven by customers cutting back on visits and spending less money due to inflation and economic uncertainty. McDonald's has struggled with an unfavorable consumer perception, particularly regarding the value proposition. In one 2025 study, its customer satisfaction index score was the lowest among major burger chains. Many customers feel that prices have risen while portions have shrunk, making fast food feel like a "bad deal." Inflation remains a significant headwind, as higher menu prices have narrowed the gap between fast food and fast-casual dining options, increasing competition. Consumers, especially those with lower or middle incomes, are eating at home more often to save money. The E. coli outbreak from the Quarter Pounder, which led to a temporary menu removal and a decline in visits, continues to have a lingering negative impact on sales.

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