false MCDONALDS CORP 0000063908 0000063908 2024-05-17 2024-05-17
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): May 17, 2024

McDONALD’S CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware |  | 1-5231 |  | 36-2361282
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

110 North Carpenter Street
Chicago, Illinois
(Address of Principal Executive Offices)
60607
(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):

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.01 par value | MCD | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company | ☐ |  |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | o

Item 8.01. Other Events.
On May 17, 2024, McDonald’s Corporation (the “Company”) issued $500,000,000 of its 5.000% Medium-Term Notes due 2029 (the “2029 Notes”) and $500,000,000 of its 5.200% Medium-Term Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”). The Notes were issued pursuant to the Company’s medium-term notes program, as set forth in the Company’s Registration Statement on Form S-3 (Registration No. 333-258270), filed with the Securities and Exchange Commission on July 29, 2021, the related prospectus and prospectus supplement, each dated July 29, 2021, and Pricing Supplement No. 6 (relating to the 2029 Notes) and Pricing Supplement No. 7 (relating to the 2034 Notes), each dated May 14, 2024.
A copy of the legal opinion of the Company’s Executive Vice President, Global Chief Legal Officer and Secretary relating to the legality of the Notes is filed as Exhibit 5 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.

(d) | Exhibits |  |  |
5.1 | Opinion of Desiree Ralls-Morrison, Executive Vice President, G lobal C hief Legal Officer and Secretary of McDonald's Corporation.
23.1 | Consent of Desiree Ralls-Morrison, Executive Vice President, Global Chief Legal Officer and Secretary of McDonald's Corporation (included in the opinion filed as Exhibit 5.1 hereto).
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

|  |  | McDONALD’S CORPORATION |  |
|  |  | (Registrant) |  |
Date: | May 17, 2024 |  | By: | /s/ Jeffrey J. Pochowicz |
|  |  |  | Jeffrey J. Pochowicz Vice President – Associate General Counsel and Assistant Secretary |