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): December 4, 2008
________________________
McDONALD'S
CORPORATION
(Exact
name of Registrant as Specified in Its Charter)
|
Delaware
|
1-5231
|
36-2361282
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
____________________________
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):
|
|
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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1
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On and
effective December 4, 2008, the Board of Directors (the “Board”) of McDonald’s
Corporation (the “Company”), upon the recommendation of the Governance Committee
of the Board, amended and restated the By-Laws of the Company (the
“By-Laws”). Among the changes to the By-Laws, the Board:
|
·
|
Amended
Sections 4 and 7 of Article II to clarify the voting and quorum
requirements for stockholder
meetings.
|
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·
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Revised
Section 9 of Article II to clarify that previously scheduled stockholders’
meetings may be postponed, and that special meetings of stockholders may
be cancelled, by the Board.
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·
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Amended
Section 11 of Article II to require stockholders’ disclosure of certain
derivative ownership interests in the Company’s stock and certain related
person transactions, and to clarify the Company’s notice requirements and
procedures.
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·
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Revised
Section 1 of Article III to clarify the vote that is required to fix the
number of directors who constitute the
Board.
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·
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Clarified
the vote that is required to create a committee of the Board by amending
Section 7 of Article III.
|
|
·
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Amended
Section 9 of
Article III to clarify the quorum required for Board
meetings.
|
The foregoing is a summary of the amendments made to the By-Laws. This summary is qualified in its entirety by reference to the By-Laws, as amended and restated and filed as Exhibit 3(b) attached hereto and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On December 8, 2008, the Company
issued an Investor Release reporting the Company’s November and year-to-date
2008 sales. The Investor Release is furnished as Exhibit 99 and is
attached hereto.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits. |
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3(b)
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By-Laws of McDonald’s Corporation as Amended and Restated |
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99
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Investor
Release of McDonald’s Corporation issued December 8,
2008:
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|
McDonald's Delivers Another Month of Strong Global
Comparable Sales - November Up 7.7%
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2
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:
December 9, 2008
|
By:
|
/s/ Denise A. Horne | |
| Denise A. Horne | |||
| Corporate Vice President – | |||
| Associate General Counsel and | |||
| Assistant Secretary | |||
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Exhibit
Index
| Exhibit No. 3(b) | By-Laws of McDonald’s Corporation as Amended and Restated |
| Exhibit No. 99 | Investor Release of McDonald’s Corporation issued December 8, 2008: |
| McDonald’s Delivers Another Month of Strong Global Comparable Sales – | |
| November Up 7.7% |
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