Form 8K November 8 2006
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): November 8, 2006
________________________
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)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17
CFR
240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR
240.13e-4(c))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
and effective November 9, 2006, the Board of Directors (the "Board")
of McDonald's Corporation (the "Company"), upon the recommendation of the
Governance Committee of the Board, amended the By-Laws of the Company (the
"By-Laws"). Among the changes to the By-Laws, the Board:
-
Deleted
a provision from Section 4 of Article II that established a
plurality voting standard for all director elections.
-
Added
a new Section 5 to Article II to establish a majority voting
standard to elect directors in uncontested elections. Under the new
majority voting standard, nominees for director must receive more votes
for
than against their election to be elected to the Board, unless one or
more
stockholder nominees are competing for Board seats as of ten days before
the
Company mails its notice of meeting to stockholders, in which case directors
will be elected by plurality vote.
-
Added
a new Section 6 to Article II, which requires nominees for
director to provide certain information to the Company to be eligible
for
election or re-election.
-
Revised
the requirements a stockholder must satisfy to propose business
or to nominate a person for election or re-election to the Board at an
annual
or special meeting of stockholders.
-
Re-numbered
Sections 5, 6, 7, 8 and 9 of Article II so that the
provisions that appeared in each of these sections prior to the By-Law
amendments now appear in Sections 7, 8, 9, 10 and 11 of Article II,
respectively.
-
Amended
Section 2 of Article III to clarify that a director's
resignation may be conditioned on Board acceptance.
The
foregoing is a summary of the By-Law amendments. This summary is qualified
in its entirety by reference to the By-Laws, as amended and restated and
filed
as Exhibit 3.2 attached hereto and incorporated by reference
herein.
Item
8.01. Other Events.
On
November
8, 2006, McDonald’s Corporation (the “Company”) issued an Investor Release
reporting the Company’s October and year-to-date 2006 sales. The Investor
Release is furnished as Exhibit 99 and is attached hereto.
Item
9.01. Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
|
3.2
|
By-Laws
of McDonald's Corporation as Amended and Restated
|
|
99
|
Investor
Release of McDonald's Corporation issued November 8, 2006:
McDonald's
Reports Another Strong Month;
Global
Comparable Sales Up 5.5% in
October
|
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: November
14, 2006
By:
/s/ Denise A. Horne
Denise A. Horne
Corporate Vice President -
Associate
General Counsel and Assistant Secretary
Exhibit
Index
| Exhibit
No. 3.2 |
By-Laws of McDonald's Corporation as Amended
and
Restated
|
| Exhibit No. 99 |
Investor Release of McDonald’s Corporation
issued November 8, 2006: |
| |
McDonald’s Reports Another Strong
Month;
Global Comparable Sales Up 5.5% in
October
|
4