Notice of 2013 Annual Shareholders’ Meeting and

Proxy Statement

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McDonald’s Corporation 2013

Contents 3 7 8 8 8 14 14 14 42 Proxy Summary Notice of the Annual Shareholders’ Meeting Election of Directors Proposal No. 1. Election of Directors Director qualifications and biographical information Executive compensation Compensation Committee Report Compensation discussion and analysis Proposal No. 2. Advisory vote to approve executive compensation Other management proposal Proposal No. 3. Advisory vote to approve the appointment of Ernst & Young LLP as independent auditor for 2013

59 Stock ownership 59 Stock ownership guidelines 59 Security ownership of certain beneficial owners 60 Security ownership of management 61 Compliance with Section 16(a) of the Exchange Act Transactions with related persons, promoters and certain control persons Policies and procedures for related person transactions

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62 Related person transactions 62 Communications 62 Communications with the Board of Directors and non-management Directors 62 Consideration of Director nominations for the 2014 Annual Shareholders’ Meeting 63 Shareholder proposals for inclusion in next year’s Proxy Statement 63 Other shareholder proposals for presentation at the 2014 Annual Shareholders’ Meeting 64 Solicitation of proxies and voting 64 Notice and access 64 Record date 64 Voting prior to the Annual Shareholders’ Meeting 64 Voting at the Annual Shareholders’ Meeting 64 Quorum 64 Voting tabulation 65 Registered shareholders 65 Beneficial holders 65 Proxy solicitation 65 Confidential voting 66 Additional information 66 Executive officers 66 McDonald’s Corporation Annual Report on Form 10-K, other reports and policies 66 Householding of Annual Shareholders’ Meeting materials 67 Information about registering for and attending the Annual Shareholders’ Meeting 67 Pre-registration and admission