National Legal and Policy Center (NLPC) has filed a detailed exempt solicitation report urging McDonald’s shareholders to support Proposal 4 — requiring the Board to adopt a policy for an independent Chair of the Board — at the Company’s May 20, 2026 Annual Shareholders’ Meeting.
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Chris Kempczinski/McDonald’s
Under Chairman and CEO Chris Kempczinski, McDonald’s shareholders have absorbed years of falling short. A $100 investment in McDonald’s stock at the end of 2020 grew to only $160 by year-end 2025 — while the same investment in the Company’s own executive compensation peer group grew to $173.¹ In five of the six years ending in 2024, McDonald’s generated worse total returns than the S&P 500.²
That sustained underperformance culminated in a crisis year: a deadly E. coli outbreak in 2024 sickened at least 104 people across 14 states and killed one;³ daily customer visits collapsed as much as 24 percent in the hardest-hit markets according to third-party foot traffic data;⁴ the Company spent $100 million in emergency marketing to win customers back;⁵ and fourth-quarter 2024 U.S. comparable sales fell 1.4 percent.⁶ Mr. Kempczinski’s own verdict: “Our performance in 2024 did not meet our expectations.”⁷
Meanwhile, menu prices had already soared approximately 40 percent since 2019,⁸ alienating the very core customers — lower- and middle-income Americans — on whom McDonald’s volume depends most. The Company’s balance sheet carries approximately $52 billion in debt at a cash-to-assets ratio of roughly two percent, leaving little cushion for future shocks.⁹
Against this backdrop, Mr. Kempczinski received a total compensation increase of approximately $2.4 million in 2025 — bringing his pay to $20,574,525 — even as financial performance fell below the Company’s own internal targets.¹⁰ The Board justified the raise as necessary to align him with peers. Shareholders may judge whether their experience aligned with his.
Yet the financial underperformance is arguably less alarming than the cultural and strategic decisions made under Mr. Kempczinski’s watch — decisions that, in a properly structured boardroom, would have faced independent challenge.
In 2021, he publicly committed McDonald’s to tying 15 percent of all executive bonuses to diversity, equity, and inclusion goals.¹¹ When DEI lost corporate favor in 2025, McDonald’s staged a public retreat — renaming its diversity team, dropping supplier pledges, and retiring numerical hiring targets.¹² But McDonald’s own Chief Field People Officer admitted at a human resources conference that “at the core none of our programming has changed… we have no intention of doing that.”¹³
McDonald’s didn’t eliminate DEI. It rebranded it and hoped no one would notice. When NLPC presented a shareholder proposal at the 2025 annual meeting simply asking the Board to consider removing DEI from executive pay formulas, the Board denounced the request as “overly prescriptive,” “interfering,” and “dictatorial.”¹⁴ The Board’s reaction to a polite, non-binding inquiry tells shareholders everything about whose interests it serves.
Then there is China — McDonald’s second-largest market, where the Company holds a 48 percent stake in a joint venture controlled by state-linked CITIC Capital.¹⁵ The Company’s growth strategy envisions opening approximately 1,000 additional restaurants there annually, yet McDonald’s refuses to disaggregate China-specific financial results, leaving shareholders unable to assess what portion of their investment depends on stable U.S.-China relations, uninterrupted access to Chinese consumers, or the goodwill of an authoritarian government. A Chairman who is simultaneously the CEO championing that expansion is structurally incapable of independently evaluating its risks.
The governance structure enabling all of this is straightforward: in 2024, the Board handed Mr. Kempczinski the chairmanship — making him simultaneously the executive being overseen and the person presiding over that oversight. The Board reaffirmed this arrangement in 2025.
Its Lead Independent Director, Miles White, operates under a job description that requires him to “collaborate with the Chairman/CEO” on meeting agendas and “provide feedback to the Chairman/CEO” on board discussions¹⁶ — a subordinate posture, not independent oversight.
The Board claims broad shareholder support for the current structure — citing its own engagement outreach to roughly 45 percent of shares. Notably, among McDonald’s largest institutional shareholders collectively owning at least 15 percent of outstanding shares are four firms — BlackRock, State Street, T. Rowe Price, and Fidelity Investments — each led by an executive who holds the same combined Chair/CEO arrangement at their own institution.¹⁷ Executives who have embraced the model themselves are not disinterested arbiters of its merits at McDonald’s.
McDonald’s is a great American brand. It deserves a board structure that actually holds its leadership accountable. Proposal 4 would require exactly that.
Vote FOR Proposal 4. You can cast your vote NOW at www.proxyvote.com (you will need your control number or an account number).
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¹ “Notice of 2026 Annual Shareholders’ Meeting and Proxy Statement,” McDonald’s Corporation, April 7, 2026, p. 74 (Pay vs. Performance table: McDonald’s 5-year TSR of $160 vs. peer group TSR of $173, December 31, 2020 through December 31, 2025; peer group is the Dow Jones Industrial Average component companies). See https://d18rn0p25nwr6d.cloudfront.net/CIK-0000063908/bd7bda61-048f-4d37-b50d-6a570225523d.pdf
² “McDonald’s Stock Has Underperformed the S&P 500 in 5 of the Past 6 Years,” The Motley Fool, January 11, 2025. See https://www.fool.com/investing/2025/01/11/mcdonalds-stock-has-underperformed-the-sp-500-in-5/
³ “Investigation Update: E. coli Outbreak, Onions Served at McDonald’s — November 13, 2024,” Centers for Disease Control and Prevention. See https://www.cdc.gov/ecoli/outbreaks/investigation-update-e-coli-o157-2024.html
⁴ “McDonald’s has a plan to win back customers after visits plunge,” CNN Business, October 29, 2024. See https://www.cnn.com/2024/10/29/investing/mcdonalds-e-coli-stock-earnings/index.html
⁵ “McDonald’s Spends $100 Million to Lure Customers Back After E. coli Outbreak,” CNN Business, November 15, 2024. See https://www.cnn.com/2024/11/15/food/mcdonalds-marketing-money-e-coli/
⁶ “McDonald’s was having a rough 2024. An E. coli outbreak made it worse,” CNN Business, February 10, 2025. See https://www.cnn.com/2025/02/10/food/mcdonalds-fourth-quarter-earnings-2024
⁷ Ibid.
⁸ Ibid.
⁹ “Time to Buy McDonald’s Stock?” Trefis, March 31, 2025. See https://www.trefis.com/investing/articles/563692/time-to-buy-mcdonalds-stock/2025-03-31
¹⁰ 2026 Proxy, p. 65 (2025 Summary Compensation Table: Kempczinski total compensation $20,574,525 in 2025 vs. $18,195,263 in 2024). See https://d18rn0p25nwr6d.cloudfront.net/CIK-0000063908/bd7bda61-048f-4d37-b50d-6a570225523d.pdf
¹¹ “DEI has fallen out of favor — but many CEOs still have their pay tied to pursuing its goals,” Fortune, February 11, 2025. See https://fortune.com/2025/02/11/dei-ceo-compensation-pay-inclusion-mcdonalds-target-amazon-meta-belonging/
¹² “McDonald’s Is Ending Some of Its DEI Goals,” Restaurant Business Online, January 6, 2025. See https://www.restaurantbusinessonline.com/workforce/mcdonalds-ending-some-its-dei-goals
¹³ “A Progressive Group Wants McDonald’s DEI Back, But It Never Left,” National Legal and Policy Center, June 27, 2025. See https://nlpc.org/featured-news/a-progressive-group-wants-mcdonalds-dei-back-but-it-never-left/
¹⁴ “McDonald’s: Don’t Ask Us to Even THINK About Eliminating DEI,” National Legal and Policy Center, May 20, 2025. See https://nlpc.org/corporate-integrity-project/mcdonalds-dont-ask-us-to-even-think-about-eliminating-dei/
¹⁵ “McDonald’s Takes a Bigger Stake in Its China Business,” Nation’s Restaurant News, February 3, 2025. See https://www.nrn.com/top-500-restaurants/mcdonald-s-takes-a-bigger-stake-in-its-china-business
¹⁶ 2026 Proxy, p. 83 (Board’s Statement in Opposition to Proposal 4, enumerating Lead Independent Director responsibilities). See https://d18rn0p25nwr6d.cloudfront.net/CIK-0000063908/bd7bda61-048f-4d37-b50d-6a570225523d.pdf
¹⁷ 2026 Proxy, p. 88 (Security Ownership of Certain Beneficial Owners table). Larry Fink serves as Chairman and CEO of BlackRock, Inc.; Ronald O’Hanley serves as Chairman and CEO of State Street Corporation; Robert W. Sharps serves as Chair, CEO and President of T. Rowe Price Group, Inc.; Abigail P. Johnson serves as Chairman and CEO of Fidelity Investments.
(Post references PX14A6G Notice of exempt solicitation)
