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AGM 2016

May 26, 2016

Andrew J. McKenna
Chairman of the Board, McDonald's

Welcome. Welcome to McDonald’s annual shareholder meeting. I now call this meeting to order. We appreciate your patience in arriving this morning. In addition to everyone here, we are joined by those of you listening on our webcast. For those in the room, you have a copy of the agenda for our meeting today and information about our procedures. With me on stage are our President and Chief Executive Officer, Steve Easterbrook, General Counsel and Corporate Secretary, Gloria Santona, and Chief Financial Officer, Kevin Ozan. Steve will discuss McDonald’s performance and plans in a few moments following the presentation of the proxy proposals. Your board is comprised of a diverse, independent-minded, and experienced group of business leaders, and they remain committed to representing you and enhancing shareholder value. I am now pleased to introduce the board of directors who are nominees for election at this meeting.

In addition to Steve Easterbrook, your directors are Lloyd Dean, President and CEO of Dignity Health. Bob Eckert, Operating Partner at Friedman, Fleischer & Lowe. Margo Georgiadis, President, Americas at Google. Rick Hernandez, President and CEO of Inter-Con Security Systems. Jeanne Jackson , President of Product & Merchandising at Nike. Rick Lenny, Non-Executive Chairman of Information Resources. Walter Massey, President of the School of the Art Institute of Chicago. John Mulligan, Chief Operating Officer of Target. Sheila Penrose, Non-Executive Chairman of Jones Lang LaSalle. John Rogers, Founder, Chairman and CEO of Ariel Investments, and Miles White, Chairman and CEO of Abbott Laboratories. I’d like the directors to stand and be recognized. We all appreciate your service. Thanks to all of you.

In addition, I’d like to take a moment to recognize Roger Stone, who retired from our board last August after serving for 26 years with integrity and commitment to McDonald’s and all of our shareholders. Roger, stand right behind the secretary. Don Lubin, who served on the board from 1967-2004, many of those early years side by side with Ray Kroc and Fred Turner as they created this great brand. Thanks, Roger and Don. Thanks to both of you for being with us today. Thanks to Matt Lau for helping that. I now turn to Gloria Santona, our Corporate Secretary, to describe our procedures.

Gloria Santona
General Counsel and Corporate Secretary, McDonald's

Thank you, Andy. I can advise that a quorum of the company’s shares outstanding is present to conduct the meeting. The polls are open and will close following the presentation of the proposals. I direct your attention to the rules of order that are printed in your program. Our order of events is as follows. The Chairman will introduce each proxy proposal and the presenter of each proposal. Following the presentation of all the proposals, the Chairman will ask for a motion and a second on all the proposals at one time. There will not be a comment period during the presentation of the proposals, and only persons who are called on by the CEO during the question and answer period should proceed to the microphone after their name is announced.

If you've not already voted your shares and need a ballot, please raise your hand and an usher will provide one to you. If you've already submitted your proxy, you do not need to vote by ballot. Broadridge Financial Solutions, the independent inspector of election, receives and tallies all votes. Preliminary voting results will be announced after Steve's remarks. I'll now turn the meeting back to our chairman for the presentation of the proposals.

Andrew J. McKenna
Chairman of the Board, McDonald's

Thank you, Gloria. Our first order of business is the election of Lloyd Dean, Steve Easterbrook, Bob Eckert, Margo Georgiadis, Rick Hernandez, Gene Jackson, Rick Lenney, Walter Massey, John Mulligan, Sheila Penrose, John Rogers, and Miles White as directors. The second proposal is an advisory vote on 2015 executive compensation. The third proposal is the approval of Ernst & Young as the company's independent auditor for 2016. The fourth item is an advisory vote on a shareholder proposal requesting that vote counting for shareholder proposals include abstentions. At this time, I call on Richard Houseman, who is here to present the proposal in two minutes or less. Mr. Houseman?

Richard Houseman
Shareholder, McDonald's

Thank you, Mr. Chairman. I am Richard Houseman, and I stand on behalf of NorthStar Asset Management of Seattle to move proposal number four on simple majority voting, a democratic voting standard that counts votes clearly cast as either for or against, but does not include abstain votes in the formula, though they are still cast and tracked. Simple majority voting allows for a more clear channel of communication from shareholders to the board and management. It is even-handed because it is the formula required by the Securities and Exchange Commission for determining whether a proposal can be resubmitted. It is fair because it mirrors how board members are elected. You know the old saying, "What's good for the goose is good for the gander." Simple majority voting is good enough for board elections, why use something worse on shareholder items? The situation is this.

The SEC requires a simple majority tabulation, but the company bases its count on a second formula, which leads to two different vote outcomes for every shareholder proposal. In contrast, management items have a single count and only one outcome. Common sense tells us that votes should have only one outcome, which makes the company's approach, one, unfair because shareholder items are disadvantaged, two, unnecessary since shareholder items are non-binding, and three, confusing because the company's insistence on a variant formula creates two different outcomes for each shareholder proposal. In closing, this stilted policy benefits management and harms stockholders. It artificially lowers the outcome on shareholder items, clouds the accurate flow of information between share owners and their company, and places shareholders at a disadvantage compared to how directors are elected.

McDonald's faces growing concerns over a range of its practices, from treatment of workers to impact on health and the environment.

Andrew J. McKenna
Chairman of the Board, McDonald's

Mr. Houseman, we're past two minutes.

Richard Houseman
Shareholder, McDonald's

I'm just finishing up. Look around. Thousands are protesting outside. Isn't it time for the company to embrace measures that increase transparency for shareholders? For these reasons, we recommend a vote for proposal number 4, which will fairly count shareholder proposals in line with how board members are elected.

Andrew J. McKenna
Chairman of the Board, McDonald's

Thank you, Mr. Houseman.

Steve Easterbrook
President and CEO, McDonald's

Thank you.

Andrew J. McKenna
Chairman of the Board, McDonald's

The fifth item is an advisory vote on a shareholder proposal requesting the ability of shareholders to act by written consent. At this time, I call on a longtime friend, Mr. Martin Glotzer, who's here to present the proposal in two minutes or less. Mr. Glotzer?

Richard Houseman
Shareholder, McDonald's

Thank you, Mr. Chairman. Thanks for the introduction. I'm Martin Glotzer, a longtime shareholder in the company, and also a longtime shareholder in the Chicago Tribune. I intend to attend the annual meeting of the Chicago Tribune next Thursday in L.A. I'm offended by not having the press present at the shareholders meeting. How could you offend members of the Fourth Estate? I've learned a long time ago that people.

Andrew J. McKenna
Chairman of the Board, McDonald's

Mr. Glotzer, please address the shareholder proposal.

Martin Glotzer
Shareholder, McDonald's

Yeah, I'm also addressing, let the record indicate that I've presented the proposal as found on the proxy statement. I got a second, I'm going to speak on their behalf. I want you to know, as the proponent of the proposal, I have the last say.

Andrew J. McKenna
Chairman of the Board, McDonald's

Excuse me?

Martin Glotzer
Shareholder, McDonald's

I'm taking the time, Mr. Chairman, for reasons on this proposal to lobby. I'm lobbying for having the staff of the Securities and Exchange Commission amend the proposal rules so that a proponent of a proposal gets funds from the company to solicit yes votes. At the present time, the management uses shareholder money to solicit no votes. That's why the proponents are at a disadvantage. I have spoken to Scott Stringer, the Comptroller of the City of New York, on this matter to solicit his help to be either the Chairman of my committee or a member of the committee to solicit the Securities and Exchange Commission to amend the proxy rules. I believe in time, we will see that the qualified proponents of shareholder proposals will receive funds from the company to solicit yes votes. Again, I have the final say.

Andrew J. McKenna
Chairman of the Board, McDonald's

Thank you, Mr. Glotzer. The sixth item is an advisory vote.

Martin Glotzer
Shareholder, McDonald's

Does anybody else want to speak on my proposal?

Andrew J. McKenna
Chairman of the Board, McDonald's

Mr. Glotzer, your time is up.

Martin Glotzer
Shareholder, McDonald's

My time is never up, Mr. Chairman.

Andrew J. McKenna
Chairman of the Board, McDonald's

The sixth item is an advisory.

Martin Glotzer
Shareholder, McDonald's

I have double eighth.

Andrew J. McKenna
Chairman of the Board, McDonald's

The sixth item is an advisory vote on a shareholder proposal related to the Holy Land Principles. At this time, I call on Robert Thomas, who is here to present the proposal in two minutes or less. Mr. Thomas?

Robert Thomas
Shareholder, McDonald's

Good morning, Mr. Chairman, everyone here. Thank you very much. I'm Robert Thomas from Virginia. I represent the Washington, D.C.-based Holy Land Principles Inc. For more details on what those principles are, I would urge you to go to the internet, holylandprinciples.org. Holy Land Principles is a corporate code of conduct for American business doing business in the Holy Land. Holy Land Principles are pro-Jewish, pro-Palestinian, and pro-company. The principles do not call for quotas, reverse discrimination, divestment, disinvestment, or boycotts. The principles do not take any position on solution to the Israeli-Palestinian issue. The principles do not try to tell the Palestinians or the Israelis what to do. The Holy Land Principles only call for fair employment by American companies in Palestine, Israel. Let me repeat, this resolution only calls for McDonald's to practice and urge their franchisees to implement fair employment, but nothing more and nothing less.

Irrespective of what Americans think about these issues, one thing is certain: Americans expect American companies in the Holy Land, and one would hope anywhere else, to practice fair employment. This resolution calls on McDonald's to set the standard by signing and urging their franchisees to implement the Holy Land Principles. These are based on the very effective MacBride Principles for Northern Ireland. For those of you my age, you may remember what a nasty conflict that was and what help American companies in Northern Ireland did. Initially, American companies resisted these MacBride Principles, but now 116 companies have signed them. For a long time, McDonald's resisted taking a position on the MacBride Principles, claiming it had no control over franchisees in Northern Ireland, even though McDonald's clearly has control over certain things, brand name, McDonald's sign, et cetera. However, in December 1994-

Andrew J. McKenna
Chairman of the Board, McDonald's

Mr. Thomas, we're running out of your two minutes as well.

Robert Thomas
Shareholder, McDonald's

Give me two sentences. In 1994, McDonald's finally signed an agreement with the comptroller to urge their franchisees in Northern Ireland to implement the standards embodied in these principles. I urge you to apply the same principles in the Holy Land.

Andrew J. McKenna
Chairman of the Board, McDonald's

Thank you, Mr. Thomas. The seventh item is an advisory vote on a shareholder proposal requesting that the board adopt a global policy regarding use of antibiotics by its meat suppliers. At this time, I call on Sister Marianne O'Ryan, who is here to present the proposal in two minutes or less. Sister Marianne.

Marianne O'Ryan
Sister, Sisters of St. Francis of Philadelphia

Good morning. My name is Sister Marianne O'Ryan, a Benedictine sister. Resolution number seven asks that McDonald's update the 2015 global vision for antimicrobial stewardship in food animals by adopting the following policy: prohibit the use of antibiotics important to human medicine globally in the meat supply chain, including chicken, beef, and pork, for purposes other than disease treatment or non-routine control of veterinarian-diagnosed illness. Identify timelines for global implementation of this vision. We believe McDonald's should adopt this policy because the non-therapeutic use of antibiotics in livestock is under increasing regulatory scrutiny in the United States, European Union, and other markets. This threat of increased regulation creates material risk that can and should be proactively addressed because McDonald's can lose market share because of not keeping up with consumer preferences.

In a 2015 survey from Crain's Chicago Business, 34% of fast food restaurant customers said they would visit McDonald's more often if it served meat raised without hormones or antibiotics. All animal products sold by Chipotle Mexican Grill are antibiotic-free. Panera Bread announced that all of its chicken, turkey, and pork is raised without antibiotics. Subway committed to require all chicken to be raised without antibiotics by the end of 2016, all turkey by 2019, and all beef and pork by 2025. Shareholders are seeking detailed, comprehensive disclosure about how McDonald's plans to expand its policy on chicken throughout its meat supply chain, particularly given growing health concerns and industry trends. Thank you. We ask you to vote for resolution 7.

Andrew J. McKenna
Chairman of the Board, McDonald's

Thank you, sister. Thank you for staying within the two minutes guidelines. The eighth item is an advisory vote on a shareholder proposal requesting an annual congruency analysis between corporate values and political contributions. At this time, I call on Sriram Madhusoodanan, who is here to present the proposal in two minutes or less.

Sriram Madhusoodanan
Food Program Director, Corporate Accountability International

Thank you. My name is Sriram Madhusoodanan, Director of the Value the Meal campaign at Corporate Accountability International. I speak on behalf of Harrington Investments, as well as a growing movement of parents, educators, and health professionals to voice our concerns regarding McDonald's abuse of workers, our food system, and children's health. To that end, we urge McDonald's to assess the alignment of its values to its political activities. McDonald's claims to value its workers, yet the corporation does the opposite. It bankrolls the National Restaurant Association, the largest anti-worker lobby on Capitol Hill. It spends billions on marketing and pay raises for top executives while miring workers in poverty. McDonald's claims it cares about families but will stop at nothing to target children. It exploits school budget shortfalls to enlist teachers in McTeacher's Night marketing events, which use teachers to sell junk food directly to trusting students.

People are not fooled. Last fall, unions representing more than 3 million teachers, including the Chicago Teachers Union and the National Education Association, called on you to stop McTeacher's Nights for exploiting schools, teachers and kids. This is just the beginning. Communities across the country are mobilizing to challenge McDonald's, whether it's because of the corporation's poverty wages, its presence in hospitals, or marketing in schools. Actions speak louder than words. It's time for a real turnaround plan, one that ends McDonald's exploitation of its workers and children. McDonald's can start by ensuring that its stated values are in line with its political activities. We urge shareholders to vote in support of this shareholder proposal.

Andrew J. McKenna
Chairman of the Board, McDonald's

Thank you, Sriram. The ninth item is an advisory vote on a shareholder proposal. Please, sir. The ninth item is a shareholder proposal requesting an annual congruency analysis of company values and policy activities. At this time, I call on Justin Danhof, who is here to present the proposal in 2 minutes or less. Mr. Danhof?

Justin Danhof
General Counsel, National Center for Public Policy Research

Thank you, Mr. Chairman. I'm Justin Danhof. I'm general counsel with the National Center for Public Policy Research, and I move proposal 9 on behalf of my colleague, Amy Ridenour, the proponent of this pro-business resolution. For too long now, much of corporate America has sometimes bent fully and sometimes bent a little to the political left without pushback. Consider our proposal today to be that pushback. Our proposal is simple. It asks the company to explain its support for individuals and organizations that fight for policies that would ultimately tax and regulate McDonald's out of existence. If and when McDonald's joins anti-free enterprise causes in the future, our proposal merely asks the company to tell us shareholders when and why. At last year's shareholder meeting, the company crowed about artificially increasing minimum wage for some of its workers. Well, look, the barbarians are back at the gate demanding more.

They didn't see your concession as a victory for workers. They saw it as a sign of weakness, which they can exploit, and they're trying to right now. With less economic understanding than the socialist senator from Vermont, they demand wage increases that would shutter most McDonald's locations. You should be screaming this from the rooftops, not relying on us free enterprise groups to do it for you. There's the rub. When these same liberal activists spread lies about the American Legislative Exchange Council, known as ALEC, a well-regarded 40-year-old organization that McDonald's has joined because it works to reduce our taxes and ease the regulatory burden on the operations, McDonald's was one of the first organizations in the country to cave in and withdraw its membership.

There are certainly some shareholders here that are willing to stand up and be counted who think McDonald's is better off with higher corporate taxes, higher government regulations, and higher wages. I think most of us here who believe in the free enterprise system would disagree. What McDonald's has done from time to time has given clout to these left-wing groups, and they want to tear down the free enterprise system that has allowed the company to thrive and grow through generations. If McDonald's wants to shun free enterprise with them and continue down this path, it should just tell us shareholders when and why. Thank you.

Andrew J. McKenna
Chairman of the Board, McDonald's

Thank you, Mr. Danhoff. Is there a motion to move on all those proposals?

Speaker 19

Moved.

Andrew J. McKenna
Chairman of the Board, McDonald's

Your board of directors recommends a vote in favor of the election of all director nominees and in favor of the other two management proposals. The board recommends a vote against all the shareholder proposals. The reason for the board's recommendations are outlined in the proxy statement. If you are voting at this meeting, please complete and sign your ballot and motion for an usher to collect it. If you've already submitted your proxy, you do not need to vote by ballot. The polls are now closed. I will announce preliminary voting results after Steve's remarks. This concludes the formal business of the meeting, and the annual shareholders' meeting is now adjourned.

Before I turn the podium over to Steve Easterbrook for remarks on McDonald's business, I want to take this opportunity to say it has been a real pleasure for me to have served as a director for many years and a privilege to serve all of you, and particularly this board, as chairman for the past 12. On behalf of the board and myself, I'd like to thank Steve for his leadership as he works tirelessly to return McDonald's to long-term continued success. Steve is committed to doing the right thing for our business, for our customers, and of course, our shareholders. Ladies and gentlemen, let me introduce Steve Easterbrook.

Steve Easterbrook
President and CEO, McDonald's

Thank you, Andy, and thank you for your years of unwavering commitment to McDonald's. Your leadership, your integrity, and commitment to excellence are second to none. You've guided McDonald's through some good times and some challenging times, but you've been a great asset to the business and also, of course, to our shareholders. For me personally, it's been a great honor to have worked alongside you, most notably recently. I know you're a no-fuss type of guy, but we did want to recognize you today as you retire as Chairman of the Board. We know you have a passion for giving back. We also know that you're proud of your heritage, growing up on the South Side of Chicago and attending Leo High School. Consistent with your passion and McDonald's commitment to education, we're endowing a scholarship fund in your honor. The Andrew J.

McKenna Leadership Grants will recognize the achievements of deserving Leo students and help their families with the cost of a Leo education. Leo has shaped young men for almost 90 years, including Mike Thompson, a fellow Leo graduate and one of our suppliers, who's in the audience today. Mike is President and CEO of Fair Oaks Farms in Wisconsin, widely respected for its great-tasting quality meats. We're also lucky to have Leo High School President Dan McGrath with us. Dan is a Leo graduate too. After a brilliant sports writing career, he returned to Leo as President 6 years ago. Since then, Leo has graduated 100% of its senior students. I know Dan is grateful for your guidance at Leo, just as we've been grateful for your guidance at McDonald's. Again, on behalf of all of us, Andy, thank you very much.

I want to thank all of our independent directors for your vision and leadership as we work to build a better McDonald's. I want to thank our shareholders too, for your investment and your confidence in McDonald's, and for being here today. I'd also like to recognize our senior management team. In addition to Kevin and Gloria, the team includes Mike Andres, President of McDonald's USA; Pete Bensen, Chief Administrative Officer; Ian Borden, President of the Foundational Markets; Francesca DeBiase, Chief Supply Chain and Sustainability Officer; David Fairhurst, Chief People Officer; Robert Gibbs, Chief Communications Officer; Doug Goare, President of the International Lead Markets; Dave Hoffmann, President of the High Growth Markets; Chris Kempczinski, Executive Vice President of Strategy, Business Development, and Innovation; Silvia Lagnado, Chief Marketing Officer; Atif Rafiq, Chief Digital Officer; and Jim Sappington, Executive Vice President of Operations and Technology Systems.

Would the team please stand and be recognized? We're building a better McDonald's, a brand everyone can believe in. We're making the most of our competitive advantages, our iconic brand, our size and scale, our geographic diversification, and our unique franchising model. We're proud to be one of the most recognizable brands in the world, and with more than 36,000 restaurants in 120 markets around the world, we're the biggest player in our industry. Our 5,000 independent owner-operators are entrepreneurs and small business owners who keep us close to the communities we serve. Our suppliers power the McDonald's experience, bringing customer favorites to the restaurants and innovating to help us serve great-tasting food and beverages. The more than 1.9 million people employed by our company and franchisees enable us to deliver feel-good moments for every customer. 2015 was about tapping into these strengths to operate McDonald's differently.

We put the customer back at the center of everything we do. For years, we asked the customer to adapt to us. Now we're adapting to them. There's no greater example than our launch of all-day breakfast here in the U.S. It's this mindset that has guided every decision we've made the past year and ignited our turnaround. In fact, last year, we grew system-wide sales by 3% in constant currencies. We grew global comparable sales 1.5%. Operating income growth was flat for the year in constant currencies. We built business momentum as the year went on, with positive performance across all four segments in the third and fourth quarters. Last month, we announced our third consecutive quarter of positive global comparable sales. In the first quarter of this year, we served 23 million more customers than we did during the same period last year.

We know no brand or business has a divine right to succeed. To drive momentum, we have had a sharp focus on executing our turnaround framework. As I shared at this meeting last year, our goal is to create a McDonald's customers recognize as modern and progressive, that's how we become a true global leader. We're doing it. Customers are noting a difference. Let's take a look.

Howard Silvers
Shareholder, McDonald's

Please stand by. We're watching a commercial in the meeting room.

Steve Easterbrook
President and CEO, McDonald's

Our revitalization is built on a foundation of running great restaurants. We said we'd get the basics right, we're doing it. We've re-emphasized quality, service, and cleanliness in the restaurants. For example, we now have guest experience leaders in Canada to make the customer visit even more enjoyable. We've removed items from the menu, including complex wraps here in the U.S. We've simplified drive-thru menu boards, because in many places, the majority of customers experience McDonald's through the drive-thru. We've streamlined operational procedures to improve order accuracy. This includes a procedure called Ask, Tell, which we've implemented here in the U.S. drive-thrus to confirm at three separate points that we have the orders right. It's because of actions like this that people are feeling better about visiting McDonald's. In fact, customer satisfaction scores are up 6% in the U.S. from the first quarter of last year.

Looking ahead, we'll continue to improve on the five key elements that drive customer satisfaction. Speed, accuracy, friendly service, a clean environment, and hot, fresh food. This is an operational growth-led turnaround. We said we'd focus on fewer, more substantive initiatives to put customers, crew, and restaurants back at the center of everything we do. We're doing it. We've restructured the business, eliminating layers, sharpening our focus, and accelerating our decision-making. We brought in fresh perspectives in areas such as people, strategy, marketing, and communications, including many of the senior leaders I introduced today. We focus on the core classics McDonald's is known for and on the nuts and bolts of food preparation. You saw a video showing how markets around the world are reminding customers about their favorite menu items, our customers are loving it.

Customer love for McDonald's begins with what we call our core menu, from the Big Mac to Chicken McNuggets, the Egg McMuffin, and the world's greatest French fries. We're cooking juicier burgers, toasting buns longer, and returning to the original Egg McMuffin recipe in the U.S. We also continue to innovate with products such as the Lobster Roll in Boston and Chicken Snacks in China, testing others like Garlic Fries on the West Coast of the U.S. and Signature Beef in the U.K. Looking ahead, we'll continue to evolve our menu the right way, balancing our core menu, new products, and customization. We're also evolving the customer experience, making a dramatic statement that McDonald's truly is different from the moment a customer walks through the door. We're bringing a new level of ease, convenience, and delight to customers.

Implementing technologies such as self-order kiosks and mobile ordering and payment. We're expanding additional service options, including table service and delivery. It's all about giving customers greater choice and flexibility. That's why markets around the world continue to accelerate these efforts. Countries including Australia, Canada, France, and the U.K. are all deploying different parts of the experience I just described that resonate most with their local customers. Enhancing the customer experience is one of the many ways we're building brand excitement. We said we'd reach customers in ways that are meaningful to them, and we're doing it. We've long been committed to helping the people who work for McDonald's achieve their dreams. Employees have told us they'd like access to affordable education. We developed a set of programs called Archways to Opportunity because we believe it's the right thing to do.

The programs provide employees at company and franchisee restaurants with an opportunity to grow and learn. Eligible employees get financial assistance towards college degrees or earning high school diplomas and learning English for free. The initial success of Archways to Opportunity has exceeded expectations. More than 5,000 people have enrolled in the program since they were launched last year. Much of that success is thanks to franchisees like John Ebert. We're lucky to have him with us today. An owner-operator for 26 years, John has always made education a priority. In his spare time, he created, teaches, and funds an ACT prep course for West Virginia students. To date, nearly 1,300 people have taken the course, giving them a better chance to receive critical scholarship dollars. John is actively involved in the Archways programs.

He encourages his employees to participate, offers flexible schedules, and supports them in their journey. This includes Ali from Clarksburg, West Virginia. She was valedictorian of her high school class, and Archways is now helping her pay for college. John was honored to serve as the commencement speaker at her graduation. John, please stand and be recognized. Thank you, John. Our food is another important area where we're addressing perceptions head-on. We continue to enhance the quality of our food, serving new grills and buttermilk chicken sandwiches, and milk free of rBST hormone. We've made commitments to serve chicken free of antibiotics important to human medicine and cage-free eggs in the near future. Working hand-in-hand with the Alliance for a Healthier Generation, we're also making progress on our commitment to increase access to fruits, vegetables, and low-fat dairy in 20 of our major markets around the world.

In fact, we've now served 2 billion sides of fruit and low-fat dairy in U.S. Happy Meals. As we talk about how we're listening to customers, we have to mention all-day breakfast. Let's take a look at what's being said here in the U.S.

Howard Silvers
Shareholder, McDonald's

Please stand by. We're watching a commercial in the meeting room.

By serving breakfast all day, we're giving customers new reasons to visit McDonald's. Now they can enjoy their favorite breakfast food and beverages in the morning, at lunch, and throughout the day. Customers are also adding breakfast items to their regular orders. That's driven significant business results. All-day breakfast took tremendous collaboration between all three legs of the McDonald's store: owner-operators, company employees, and suppliers. Today, we're lucky to have Peter Forsman from Forsman Farms here with us. Forsman Farms is a world-class egg supplier in Minnesota. Peter runs the farm with his mom, dad, and brother, Dave, and they stepped up to the challenge when we asked for their partnership in making sure customers could get their Egg McMuffins and more at 1:00 P.M., 3:00 P.M., or 5:00 P.M.

Steve Easterbrook
President and CEO, McDonald's

Also here today is Hugues Lebrun from our supplier, Cargill, who works with family farms to bring fresh eggs to McDonald's restaurants. For us to run McDonald's differently, Forsman Farms and Cargill had to run their businesses differently, too, and our customers are winning as a result. Thank you, Peter and Hugues. Please stand and be recognized. Whilst we're no longer in the launch phase, all-day breakfast continues to drive sales. We're already looking at ways to extend the platform in response to feedback we've heard from customers. It's a platform we can build upon to continue driving growth here in the U.S. and around the world. One benefit of our new operating structure is it allows us to move winning ideas quickly between markets. That's exactly what we're doing with all-day breakfast. Australia saw the success the U.S. was having and quickly implemented its own version for Australian customers.

Lastly, we continue to enhance financial value. We said we'd raise the bar on financial expectations and performance, and we're doing it. We've committed to refranchising 4,000 restaurants between 2015 and 2018. That means putting more restaurants in the hands of local owner-operators who know their communities and customers better than anyone else. We're also exercising a high level of financial discipline, and we're actively eliminating layers of the business that add cost but not value. That, too, will bring us closer to customers. At the same time, we continue to aggressively unlock growth potential. We plan to open 1,000 new restaurants globally in 2016. We've recently opened the doors to the first McDonald's in Kazakhstan, our 120th market.

We received an overwhelming amount of enthusiasm and support from the local community. By the end of the first day, we'd sold over 2,000 Big Macs. We see parts of Asia as particularly prime for growth. That's why in China, Korea, and Hong Kong, we plan to open more than 1,500 restaurants over the next 5 years. To help us do that, we recently announced that we're seeking strategic partners in those markets. We believe, as we always have, that ownership is a powerful driver of growth. As we further enhance our financial value, we expect to return $30 billion to shareholders for a three-year period ending in 2016. That's nearly double the cash return to shareholders in the previous three-year period. The actions we're taking are working. Customers are visiting us more often. We've built a virtuous cycle of success.

Momentum builds confidence builds belief builds business. In the near term, we will continue to execute our turnaround plan. At the same time, we're laying the foundation for actions that will generate sustainable, profitable growth for the long term. Make no mistake, McDonald's is on the move. We're redefining what it means to give customers what they want when they want it, we're fundamentally changing their perceptions. I'm encouraged by the progress we've made so far and energized by the opportunities ahead. Again, thank you for your investment and your confidence in McDonald's. Now I ask Andy to share the preliminary voting results.

Andrew J. McKenna
Chairman of the Board, McDonald's

Thank you, Steve. Steve, thanks for your nice comments and for that wonderful gift for Leo High School, thanks to all of you for your commentaries as well. We have received the preliminary voting results from the independent inspector of election. Final results will be posted on McDonald's website after all the votes have been tallied and certified. The preliminary results are as follows. Shareholders have elected each of the director nominees with the support of at least 94.4% of the shares voted. Shareholders have approved the management proposal relating to an advisory vote on executive compensation with the support of 94.7% of the shares voted. Shareholders have approved Ernst & Young as the company's independent auditor for 2016 with the support of 98.7% of the shares voted.

The advisory shareholder proposal requesting that vote counting for shareholder proposals not include abstentions has not been approved by shareholders, receiving the support of 12.2% of the shares voted. The advisory shareholder proposal requesting the ability of shareholders to act by written consent has not been approved by shareholders, receiving the support of 41.2% of the shares voted. The advisory proposal regarding the Holy Land Principles has not been approved by shareholders, receiving the support of 3% of the shares voted. The advisory shareholder proposal requesting that the board adopt a global policy regarding use of antibiotics by its meat suppliers has not been approved by shareholders, receiving the support of 22.4% of the shares voted. The advisory shareholder proposal requesting an annual congruency analysis between corporate values and political contributions has not been approved by shareholders, receiving the support of 5.4% of the shares voted.

The advisory shareholder proposal requesting an annual congruency analysis of the company values and policy activities has not been approved by shareholders, receiving the support of 2.5% of the shares voted. I now will turn to Steve, and he will lead us in the question and answer period. Steve?

Steve Easterbrook
President and CEO, McDonald's

Okay. I know we were scheduled for a one-hour meeting. I may just ask if we can extend that a little longer because I'd like to give due duty to the Q&A session. We'll have 15-20 minutes of that. If I could ask Jennifer McDowell to come forward to the microphone, because I've got a number of completed cards here. When I do call your name, please go to one of the two microphones either side of the room, and I'd like to get as many questions as possible.

Martin Glotzer
Shareholder, McDonald's

How do I take out a proposal that-

Steve Easterbrook
President and CEO, McDonald's

Unfortunately, the meeting's closed, sir. If you would just sit down and allow the Q&A to continue.

Martin Glotzer
Shareholder, McDonald's

How will I be able to speak?

Steve Easterbrook
President and CEO, McDonald's

You've spoken very fully already, sir. If you could maybe sit down, we can allow the Q&A to be continued-

Martin Glotzer
Shareholder, McDonald's

I didn't get.

Steve Easterbrook
President and CEO, McDonald's

In a dignified manner.

Martin Glotzer
Shareholder, McDonald's

I'm speaking at a Q&A.

Steve Easterbrook
President and CEO, McDonald's

You could have submitted a question, and I would.

Martin Glotzer
Shareholder, McDonald's

There are 50 shareholders maybe that run, I don't like being fence-making by your conduct.

Steve Easterbrook
President and CEO, McDonald's

I'm politely asking you to sit down, sir, if you would. Thank you. If anyone was to step up and ask a question, please limit yourself to one topic and your discussion to one minute or less. First I'll ask Jennifer McDowell to step forward, who's got a question regarding school programs, which around five questions were submitted on that subject. Perhaps so we can keep moving, second question, if Howard Silvers could step forward and be ready for question number two, that'd be great. Thank you.

Jennifer McDowell
Shareholder and Special Ed Teacher, McDonald's

Yes, good morning. My name is Jennifer McDowell. I'm a McDonald's shareholder, a special ed teacher, and a mother of three, I am deeply disturbed by this corporation's predatory marketing tactics towards children, especially McTeacher's Nights. This is why I'm joining with a local teacher, Mark Noltner, who was shut out of this meeting to address this question related to proposal number eight, although it's already been voted on. Last year, Mark's daughter brought home a flyer advertising a McTeacher's Night in her school, I share Mark's words. It really saddened me that McDonald's had stooped so low that they needed to exploit the relationship between a teacher and a student in order to gain a marketing foothold on such young consumers.

This is clearly an example of McDonald's disguising marketing as a fundraiser, I hope you will seriously consider stopping exploiting the budget crisis of our schools and the relationship between students and teachers for McDonald's financial gain. Thank you.

Steve Easterbrook
President and CEO, McDonald's

Thank you for the question, Jennifer. I think you and I are going to be diametrically opposed on this one. Let me explain a little bit why. As we grow up as individuals, some of the most formative adults that we learn from are teachers. They play a very important role in our lives as we grow, as we get educated, and we develop. Then 20, 30 years later, we then put that same trust in the judgment, the skills, and expertise of teachers to help introduce our children to the world and educate them and to get them ready for the challenges ahead.

If a school or a PTA or a teacher seeks to collaborate with a local business to raise much needed funds, I think that's an entirely appropriate request, one that we have every right to respond to, and we'll continue to do so.

Jennifer McDowell
Shareholder and Special Ed Teacher, McDonald's

As a special ed teacher and a mother of three.

Steve Easterbrook
President and CEO, McDonald's

Howard Silvers, if you could step forward. Howard, thank you.

Howard Silvers
Shareholder, McDonald's

Thank you, Mr. Easterbrook. I appreciate the opportunity to be here, and I want to commend you on the excellent job that you've done with our company. It really meets my expectations beyond anything. I'm going to be 70 years old in October, and you can see what French fries can do for you. I realize that being at 70, I've been turning my direction to my bucket list, and I just realized that I don't have enough money or enough McDonald's stock to be able to do a lot of traveling that I'd like to do. Lately, my wife and I, when we do go on vacation, it's not taking pictures of ocean views or sunsets and all. It's going to restaurants. She takes pictures of me. I take pictures of her with the food.

Maybe we can get a waiter to take a picture of us together.

Steve Easterbrook
President and CEO, McDonald's

Mr. Silvers-

Howard Silvers
Shareholder, McDonald's

In fact, lately, we went to a Chinese restaurant.

Steve Easterbrook
President and CEO, McDonald's

There's a question emerging through there.

Howard Silvers
Shareholder, McDonald's

The waiter said, "What's wrong with the food? You haven't been taking any pictures.

Steve Easterbrook
President and CEO, McDonald's

Okay.

Howard Silvers
Shareholder, McDonald's

Instead of spending a lot of money on traveling, I would like to be able to perhaps experience all your wonderful international food around the world, and maybe we can showcase some of these foods here at McDonald's, so I don't have to spend that much money on traveling.

Steve Easterbrook
President and CEO, McDonald's

Okay. First of all, thank you for your positive comments at the start. This is something that we think is pretty exciting at McDonald's, is the ability to move winning plays from market to market quicker. I think if Mike was to respond to this on behalf of the U.S. here, we have certain items that we know are very popular at a nationwide level, and we have certain items that are more popular at a more local level because the customer groups are different. I think you'll have seen a much heightened level of food innovation, including ideas from around the world, at a regional level. Perhaps if your budget could extend to traveling around the U.S., you'd see a broader range of food at local level, and hopefully, that'll satisfy you as well. Thank you for your business, and we appreciate your comments.

Thank you. If Paul Shapiro could step forward, please. Got a comment regarding animal welfare. Behind that, could Ronald Friedman be ready to ask the fourth question? That'd be great. Thank you.

Paul Shapiro
VP of Farm Animal Protection, The Humane Society of the United States

Thank you, Mr. Easterbrook. My name is Paul Shapiro with The Humane Society of the United States. As Mr. McKenna knows, I have been asking the company for the past decade, both privately and publicly here at this shareholders' meeting, if it would adopt the same policy in the U.S. that it has in the European Union for its eggs, mainly that it uses cage-free eggs in the EU. For those of you who aren't familiar, in the egg industry, the typical practice is to keep birds in cages where they can't spread their wings. In cage-free systems, they have a better quality of life.

I'm very pleased to say that under Mr. Easterbrook, your leadership this past September, McDonald's did announce that both in the U.S. and in Canada, it would adopt a 100% cage-free egg policy, a policy that will free literally millions of birds from cages, putting them in cage-free systems. Even better is the fact that so many of your competitors followed in your footsteps. More than 100 companies followed in an avalanche of corporate policies going toward cage-free eggs in the wake of the McDonald's announcement. Denny's, IHOP, Wendy's, even Walmart, all announcing that they, too, are going 100% cage-free. First, I want to say thank you to the company for its leadership on this issue in taking this animal welfare issue very seriously by adopting this cage-free policy.

Second, I would like to say that we very much look forward to working with the company to applying that policy globally in other markets, because in the EU, the U.S., Canada, New Zealand, Australia, McDonald's now has these cage-free policies, and we hope that we can work with the company to do the same in places like Latin America-

Steve Easterbrook
President and CEO, McDonald's

Okay

Paul Shapiro
VP of Farm Animal Protection, The Humane Society of the United States

Africa and Asia. Thank you.

Steve Easterbrook
President and CEO, McDonald's

Thank you very much indeed. First of all, Paul, good to see you again. Thank you very much. Yeah, we also want to thank you for just engaging in a very constructive manner. My experience across much of this across the U.K. and Europe previously, and then obviously in my current role, we do listen to our stakeholders. We respond to our customers and listen to our stakeholders, and I think if we can conduct ourselves in very dignified ways, we stand a better chance of learning from each other and making good decisions. Encouragement on cage-free is well received. Hopefully that sends a broader statement about how we take the responsibility of sourcing and sustainable sourcing. It's something that we embrace as a business and will continue to make progress. Thank you.

Paul Shapiro
VP of Farm Animal Protection, The Humane Society of the United States

Thank you.

Steve Easterbrook
President and CEO, McDonald's

Ronald Friedman.

Ron Friedman
Shareholder, McDonald's

I'm Ron Friedman. With all the talk and all the protesters and the $15 an hour wage, if that is mandated, if the government does raise the minimum wage, do you see McDonald's substituting capital, having kiosks where people order, automatic pancake machines, and things like that taking the place of workers, where people will end up losing jobs because of the higher wages? Thank you.

Steve Easterbrook
President and CEO, McDonald's

Thank you. That is a really fair question, and clearly it's a topic of discussion right now. Here's my view about McDonald's. Ultimately, we're in the service business, and we're competing with other restaurant businesses and other opportunities for people to go and eat and drink out. Frankly, we will always have an important human element because that is what brings the service experience to life. If we were able to automate certain non-value-added processes in the restaurants, we'll do that because it's a smart thing to do. That gives us more opportunity to bring that manpower front of house, and we can offer a better dining area experience and service experience. I don't see it being a risk to job elimination. It may change the nature of the jobs in the restaurant because, frankly, technology is something that our customers are embracing.

Whether it's through their phone or whether through self-order kiosks, that is the societal trend. We want to adapt to that, but it's not actually meant as a labor replacement. We can just reapportion that labor into more service-orientated roles. We think the customer will benefit both ways. They'll have a smoother experience and actually a better interpersonal experience as well. Thank you for the question. If next we could have Janice Nowak come and join one of the microphones, and then behind that, maybe Mike Schoenberg, please. Janice has got a question, and we had four on a similar subject. Janice, if you could perhaps ask your question, that'd be great. Thank you.

Janice Nowak
Shareholder, McDonald's

I guess I'm in shock. I didn't think I would be called to the microphone. Didn't expect this.

Steve Easterbrook
President and CEO, McDonald's

Well, thank you for submitting a question.

Janice Nowak
Shareholder, McDonald's

I didn't ask a question. I provided a compliment.

Steve Easterbrook
President and CEO, McDonald's

Oh, okay. Well, we welcome those as well.

Janice Nowak
Shareholder, McDonald's

This is my first meeting. I have been a teacher for many years, it's a privilege to be here and to see all of this. For years I have been saying, "Please have all-day breakfast." As I would arrive in Yorktown, it was 11 o'clock. They would change the signs and say, "Sorry, breakfast is over." One day, I called your offices, and I said, "There has to be a change." Today I wrote thank you for giving me my wish and having this wonderful breakfast that I can receive any time of the day.

Steve Easterbrook
President and CEO, McDonald's

Thank you for your comment, Janice. Also, thank you for speaking up and expressing your opinions on this because the reality is we've really worked hard to reorientate the business around listening to customer demands. When we get into problem-solving mode and act on a customer's agenda, typically good things seem to happen to the business. You and many others have been asking for a while. I'm sorry it took us a while, but I'm glad you're happy now. Thank you. Mike Schoenberg, please. Then after Mike, do we have Jonathan Rubinstein, please?

Mike Schoenberg
Shareholder, McDonald's

Hello, Mr. Easterbrook. Nice to be here. Mike Schoenberg. I'm a small shareholder, retired business manager at the University of Illinois College of Medicine. I've seen over the last few years that the U.S. has kept inflation at a rate of about 2%, 1.9, 2.1, about 2%. That's pretty good. The McDonald's has outshined that with dividend payments between roughly 3% and 3.6%, and that's great. My question is a tough one. Could we look forward to 4% dividends by 2018? 4% dividends within two years.

Steve Easterbrook
President and CEO, McDonald's

I certainly won't be committing to that target, I tell you, we recognize because we engage with our shareholders of all sizes, and different shareholders have different ambitions as to why they invest. We know that dividends are a very, very important incentive to our shareholder base, and we have an unblemished record of increasing that dividend every single year since we've been paying out dividends. I would like to think if the performance of the business continues to improve, we'll continue on an upward trajectory. I won't necessarily offer up a target number right now. Thank you for your comment. You and many other shareholders really appreciate the dividend, and thank you for your investment.

Mike Schoenberg
Shareholder, McDonald's

Thank you.

Steve Easterbrook
President and CEO, McDonald's

After Jonathan, perhaps could Mary Carmen Munoz please step forward. Jonathan.

Jonathan Rubinstein
Shareholder, McDonald's

Thanks very much, Mr. Easterbrook. My name is Jonathan Rubinstein. I'm a father, a mental health professional, and the rabbi of a community that is very concerned about the environmental harm and human suffering caused by the fast food industry. I have a question on behalf of a student at a local elementary school. He writes, "My name is Isaac. I'm a fifth grade student at the Academy for Global Citizenship. Last year, my class and I participated in a protest against McDonald's use of Ronald McDonald and their child-targeted advertising. After participating in this action, my family and I made the decision not to eat at McDonald's anymore. We want to put food into our body that does not cause obesity and other illnesses. Since the protest, I have noticed that McDonald's is making some changes.

While this is a start, it does not address the fact that McDonald's wants to use kids to make money off of food that is not sustainably produced or healthy for our bodies." Your presentation said that the future has arrived and that you're putting the customer first. Truly, you'll put the customer first, and the future will have arrived when you answer Isaac's question: When will you stop marketing an unhealthy lifestyle to children like me? Thank you.

Steve Easterbrook
President and CEO, McDonald's

Well, you can certainly let Isaac know that we take our responsibilities as a business extremely seriously, both abiding by all appropriate marketing and advertising regulations, but actually, we go way over and above that. You will see that in the majority of our communications around the world, it's nutrition messages, there's healthy active lifestyle messages, and also the way that we have adapted the Happy Meal offering. For example, if you're talking about younger children, to offer dairy and fruit. The results are that we are helping parents to feed their children better because we're having increased investment in the quality of our food and a broader range in the Happy Meal offering.

Jonathan Rubinstein
Shareholder, McDonald's

I think you can do a lot better and really get on the right side of this issue.

Steve Easterbrook
President and CEO, McDonald's

Well-

Jonathan Rubinstein
Shareholder, McDonald's

You know, I think you'll combat this terrible.

Steve Easterbrook
President and CEO, McDonald's

What you'll see, and I think.

Jonathan Rubinstein
Shareholder, McDonald's

Much more.

Steve Easterbrook
President and CEO, McDonald's

I think the proof points are in the actions we're taking, and you will have seen a number of the actions we've taken over the last year. That indicates the type of pace and the velocity with which we're evolving our business.

Jonathan Rubinstein
Shareholder, McDonald's

Keep it up.

Steve Easterbrook
President and CEO, McDonald's

Thank you very much for your encouragement. Mary. Is Mary with us? Okay, I'll move on. Sam Martel has some menu ideas, I believe. If I pronounce this wrong, is it Ilsa Sibyl Sonnenberg? If you could be ready after Sam Martel, please. Could we open up the microphone over the other side?

Speaker 19

I love it, and I appreciate so much. Also, since we're too fat, we work out in this place downstairs, and I have heard rumors that you're going to move away and not be here at this beautiful place anymore. Is this true?

Steve Easterbrook
President and CEO, McDonald's

I've heard those rumors as well. I'll give you a very honest response. The pace of change outside of McDonald's had been running quicker than the pace of change within, just across the business. One thing we as a management team, with encouragement and support of the board, is to inject a more purposeful and energy to the business to actually get the business back on track. Firstly, around the turnaround plan, around sustaining growth plan. We committed to leaving no stone unturned. How could we best set up the business for long-term benefit of both the business and the shareholder? One of those things would be, are we operating out of the right facilities? Are we attracting the right talent? Are the facilities commensurate with a modern workplace where teams are much more engaging and collaborating?

It was one of the things we did say, and we shared with our staff here that we will leave no stone unturned, and we will also consider where the best location for the office is and the best facilities. If you want a world-class team, you've got to provide a world-class environment. I don't have options for your workout alternatives if that was to happen. Absolutely agree. It's a lovely facility here. It's housed us really, really well for a good period of time. When we have anything more to say about it, we'll share it with you and hopefully an alternative, if it was required, would come forward.

Speaker 19

Thank you.

Steve Easterbrook
President and CEO, McDonald's

Appreciate it. Thank you. Do we have Sam?

Sam Martel
Shareholder, McDonald's

Yeah, I'm here.

Steve Easterbrook
President and CEO, McDonald's

Hey, Sam.

Sam Martel
Shareholder, McDonald's

I have eight children and 20 grandchildren, and they all love your commercials, and they don't think that you're targeting children at all.

Steve Easterbrook
President and CEO, McDonald's

Okay.

Sam Martel
Shareholder, McDonald's

I do want to ask you one question. Where's the brats? I love the brats. You had them here in Chicago. You have them up in Wisconsin, and I don't want to drive to Wisconsin. I'd like to see them here in Chicago.

Steve Easterbrook
President and CEO, McDonald's

Well, you've made an impassioned plea in front of the President of the U.S., and I'm sure he'll take that back to his menu team. I was referring earlier to the earlier question. The regional tastes and flavors are marked across the extent of the U.S., from the Northeast all the way to the Southwest. Whether it's the Shamrock Shake or the McRib or Brats or Lobster Roll, I think you'll continue to see food innovation, and Wisconsin is not too far to go, so hopefully we can get out there. Thank you. We have time for one more question. Could Albert Polistrini step forward, please?

Speaker 19

For 20 years, I've been asking the same question. Don't have anything for vegan just a sandwich.

Steve Easterbrook
President and CEO, McDonald's

Okay. I did ask you to step forward, madam, so I apologize. Your question hasn't come forward.

Marianne O'Ryan
Sister, Sisters of St. Francis of Philadelphia

I'm always surprised that anybody gets called.

Steve Easterbrook
President and CEO, McDonald's

Out of respect, would you allow Albert to ask his question?

Marianne O'Ryan
Sister, Sisters of St. Francis of Philadelphia

I'm not asking a question

Steve Easterbrook
President and CEO, McDonald's

Any questions that have been submitted we haven't got round to today, we'll respond to in writing. Albert.

Albert Polistrini
Shareholder, McDonald's

I'm Albert Polistrini. I've been a stockholder since 1985. I love your splits, which I haven't seen lately. I notice when I go into a McDonald's, I'm 76 years old, and the vision isn't that good. The menu is small. You got calories right next to it. You can't tell the price from the calories. It flashes on and off. It keeps changing menus. By the time I focus on the menu and get halfway down, it changes and disappears. I have to wait another 15, 20 seconds till it comes back. The person at the register says, "May I help you? May I help you?" I go, and I just, "Give me a coffee" and sit down. It's pressure. If they can stop that and make the menus. I don't care about the calories.

It's just that it's too much to read. It's too fast.

Steve Easterbrook
President and CEO, McDonald's

Okay.

Albert Polistrini
Shareholder, McDonald's

Otherwise, I love McDonald's.

Steve Easterbrook
President and CEO, McDonald's

Again, thank you for your investment and your business. Digital menu boards are actually proving to be very successful as we roll those out around the world. It enables us to be a lot more creative in the content on there. Also, we can start to adapt it to different day parts and to different temperature. Even as the sun's shining, you can start to merchandise different items on there. We never want to get to a stage where it makes it more difficult for customers. I hear your feedback on that. One of the other options as we expand on the different ways that we offer customers to order, the self-order kiosk is a nice static. It's like a massive iPad for you.

You could stand there and just slowly work through the screen at your own time, and the screen will not move on until you press Next. Perhaps that will be an option which will take you away from that more stressful front counter moment. It'll be a different service option, but one that we can continue to learn and get better on the digital menu boards. Your point is well made. That is unfortunately all we have time for today. If we didn't address your topic, we'll respond to you by email. Thank you again for being here, everyone who had the courtesy to be here.