MCDONALD'S CORPORATION | Advisory Vote to Adopt Policy for an Independent Chair at MCDONALD'S CORPORATION

Status
Filed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
MCD
Lead filer
National Legal and Policy Center
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders of McDonald’s Corporation (“Company”) hereby approve, and request that the Board of Directors take all necessary steps— consistent with Delaware law—and amend the governing documents as necessary, to require hereafter that two separate people hold the office of the Chairman of the Board (“Chair”) and the office of the Chief Executive Officer (“CEO”) as follows: Selection of the Chairman of the Board: The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer. Whenever possible, the Chairman of the Board shall be an Independent Director. The Board may select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board seeks an Independent Chairman of the Board. The Chairman should not be a former CEO of the company. Selection of the Chairman of the Board shall be consistent with applicable law and existing contracts.
Supporting statement
SUPPORTING STATEMENT: The Chair and CEO roles – each with separate, different responsibilities that are critical to the health of a successful corporation – are greatly diminished when held by a singular company official, weakening its governance structure.

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