form8kfebruary112009.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
________________________
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): February 11, 2009
________________________
McDONALD'S
CORPORATION
(Exact
name of Registrant as Specified in Its Charter)
Delaware
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1-5231
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36-2361282
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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____________________________
One
McDonald's Plaza
Oak
Brook, Illinois
(Address
of Principal Executive Offices)
60523
(Zip
Code)
_______________________________
(630)
623-3000
(Registrant's
Telephone Number, Including Area Code)
_______________________________
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2 below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 11, 2009, the Compensation Committee of the Board of Directors (the
“Committee”) of McDonald’s Corporation (the “Company”) approved grants of
restricted stock units, or “RSUs,” under the Company’s Amended and Restated 2001
Omnibus Stock Ownership Plan, as amended (the “Plan”) to certain of the
Company’s executive officers named in the Company’s most recent proxy
statement who are eligible to receive awards under the Plan, specifically,
Messrs. Skinner, Alvarez and Fenton.
The RSUs
cliff vest after three years, subject to a performance-based vesting condition
linked to the level of compounded annual growth in diluted earnings per share,
or “EPS,” achieved by the Company during the three-year vesting period. The EPS
target approved by the Committee for the RSUs is 6% compounded annual EPS
growth. If less than 1% compounded growth is achieved, none of the RSUs will
vest. If EPS growth is at or above the 1% threshold but below the 6% target, a
portion of the awards will vest in proportion to the level of EPS growth
achieved.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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McDONALD'S
CORPORATION |
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(Registrant)
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Date:
February 18, 2009
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By:
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/s/
Denise A. Horne |
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Denise
A. Horne |
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Corporate
Vice President – |
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Associate
General Counsel and
Assistant
Secretary
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