MCDONALDS CORP 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 28, 2007
(Exact Name of Registrant as Specified in Its Charter)
One McDonalds Plaza
Oak Brook, Illinois
(Address of Principal Executive Offices)
(Registrants Telephone Number, Including Area Code)
(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:
Executive Retention Replacement Plan
On November 28, 2007, the Compensation Committee of the Board of Directors (the Committee) approved the McDonalds Corporation (the Company) Executive Retention Replacement Plan (Replacement Plan), effective December 31, 2007. The Replacement Plan is intended to provide the participants with the economic equivalent of the potential benefits they may be eligible to receive under the Companys Executive Retention Plan in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended (IRC). The only participants in the Replacement Plan are James A. Skinner, Matthew H. Paull, Gloria Santona and Jack Daly. The Replacement Plan will not impact participants who are currently receiving benefits under the Executive Retention Plan.
As disclosed in the Companys Form 8-K filed on November 19, 2007, Mr. Paull will retire from the Company effective on or about February 28, 2008. Mr. Paull will receive benefits under the Replacement Plan following his retirement in 2008.
The foregoing summary of the Replacement Plan is qualified in its entirety by the definitive plan, a copy of which is included as an exhibit hereto.
Other Changes to Company Programs
The Committee has also approved non-material changes to the Companys Severance Plan, Excess Benefit and Deferred Bonus Plan and the Governance Committee of the Companys Board of Directors approved changes to the Directors Deferred Compensation Plan, which changes were primarily intended to comply with Section 409A of the IRC.
The foregoing summary is qualified in its entirety by the definitive amended plans, copies of which are included as exhibits hereto.
Target Incentive Plan
On November 28, 2007, the Committee approved target awards for 2008 under the Companys Target Incentive Plan or TIP for the Companys Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. For 2008, the target TIP awards for these positions are as follows:
For 2008, the maximum TIP award for all positions will be 250% of the target award. The 2007 TIP is more fully described in the Companys Form 8-K filed on January 30, 2007 and the Companys most recent proxy statement, filed on April 9, 2007. The Company expects that the operation of the 2008 TIP will not differ significantly from the Companys 2007 TIP.
Changes to Compensation of Peter J. Bensen in Connection with Promotion
As announced by the Company on November 13, 2007 and disclosed in the Companys Form 8-K filed on November 19, 2007, the Company announced that effective January 1, 2008, Peter J. Bensen will succeed Matthew H. Paull as Executive Vice President and Chief Financial Officer of the Company. In connection with this promotion, on November 28, 2007, the Committee approved certain changes to Mr. Bensens compensation, each effective January 1, 2008, as described below:
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.
Exhibit No. 99.1 McDonalds Corporation Executive Retention Replacement Plan
Exhibit No. 99.2 McDonalds Corporation Severance Plan
Exhibit No. 99.3 McDonalds Corporation Excess Benefit and Deferred Bonus Plan
Exhibit No. 99.4 McDonalds Directors Deferred Compensation Plan