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McDonald’s Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[McDonald’s Corporation Letterhead]
[Letter to be sent to selected shareholders]
April 29, 2004
NAME
FIRM
ADDRESS
CITY, STATE ZIP
Dear :
Consistent with our revitalization plan and our goals for the business, we have taken an in-depth look at compensation at McDonald’s. As a result of this evaluation, we are in the process of implementing a number of important changes designed to place greater emphasis on accountability and better align pay with performance.
As a part of this process, we are asking shareholders to support two proposals related to compensation at our upcoming annual meeting. One pertains to our Amended and Restated 2001 Omnibus Stock Ownership Plan; the other to McDonald’s 2004 Cash Incentive Plan.
We believe approval of these plans will help us continue to attract and retain qualified individuals as officers, employees and non-employee directors and to further align their interests with those of investors.
When reviewing these plans, I would like you to consider that we intend to:
| • | reduce the annual equity award usage rate (run-rate) as a percent of shares outstanding |
| • | increase the use of less dilutive equity incentives |
| • | use treasury shares for equity awards |
| • | make the Cash Incentive Plan the Company’s primary vehicle for performance-based annual and long-term cash incentive compensation to key employees. This would qualify these payments for “performance exception” from the limits on tax deductions under Section 162(m) of the Internal Revenue Code. |
As it often takes time for annual meeting materials to reach investors through intermediaries, enclosed are copies for your reference. We greatly appreciate your consideration of the matters that we are asking shareholders to vote on this proxy season, and we would greatly appreciate your support on all proposals.
Thank you.
Very truly yours,
Matthew Paull
Chief Financial Officer,
Shareholder