Resolved clause" Shareholders request that the Board of Directors publish a report, prepared at reasonable cost and omitting proprietary information, assessing the extent to which the investments described in the Purpose & Impact Report 2024–2025 (1) were authorized on the basis of net-present-value (NPV) calculations or equivalent financial analysis, and (2) are being monitored and maintained using return-on investment (ROI) calculations or equivalent performance metrics. "
Supporting statement"McDonald’s has committed itself to an expansive “Impact Strategy” organized around four areas: Our Planet, Food Quality & Sourcing, Jobs, Inclusion & Empowerment, and Community Connection.1 These initiatives apparently involve multi-year financial commitments, supplier expectations, operational changes, technology upgrades, and charitable expenditures. Shareholders have a legitimate interest in transparency regarding which of these investments are being made with traditional financial discipline. The Company’s Purpose & Impact Report 2024–2025 describes substantial climate, packaging, employment, sourcing, and community commitments. Yet nowhere does the Company appear to provide transparency into whether these investments were vetted through standard capital-allocation processes or are monitored with financial performance metrics. This lack of visibility impedes shareholders’ ability to properly value their shares and generates concern that at least some of these investments constitute value destroying virtue-signaling.2 Within the Our Planet section in particular, several red flags raise concerns about whether capital discipline has been consistently applied: 1. Large renewable-energy investments with no disclosed financial analysis: The report highlights multiple virtual power purchase agreements (VPPAs) and investments in renewable-energy projects, as well as cost-intensive restaurant-equipment upgrades. While emissions-reduction metrics are reported, the Company provides no information about the cost of these reductions, the expected payback period, or whether the investments met internal NPV or ROI thresholds. 2. Major packaging and material transitions without unit-economic or cost disclosure: Significant shifts toward recycled and renewable materials likely entail procurement premiums and operational changes. Yet the Company offers no insight into the financial magnitude of these initiatives or whether pilot results are being benchmarked against cost-effectiveness criteria. 3. Waste-diversion, recycling, and nature-related commitments presented with performance metrics but no cost assessment: Achieving high levels of deforestation-free sourcing, expanded recycling programs, and waste-diversion initiatives are discussed in environmental terms only, with no indication of financial evaluation or monitoring. 1https://corporate.mcdonalds.com/content/dam/sites/corp/nfl/pdf/McDonalds_PurposeImpact_ProgressReport_2024_2025.pdf 2According to our research, as of Dec. 7, 2025, McDonald’s has underperformed the S&P 500 year-to-date, past 12 months, past 3 years, and past 5 years. DRAFT Although the red flags above arise under Our Planet, the same lack of financial transparency spans all four Impact Strategy areas. Shareholders cannot determine whether large human-capital initiatives, regenerative-agriculture programs, or major “social impact” commitments were approved through normal financial governance processes or are being tracked for economic performance. This proposal does not ask the Company to abandon its impact commitments. It simply requests transparency, enabling shareholders to understand which investments are financially grounded and which rely on noneconomic justification. Improved clarity will strengthen shareholder confidence, enhance governance, and ensure that McDonald’s allocates capital responsibly in support of long-term value creation."