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McDonalds Corp · DEF 14A · For 5/27/94

Filed On 4/14/94 · SEC File 1-05231 · Accession Number 63908-94-17

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 4/14/94  McDonalds Corp                    DEF 14A     5/27/94    1:32

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     McDonald's Corporation 1994 Proxy Statement           32±   144K

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

[Amendment No..............]

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12

.............................McDonald's Corporation........................
(Name of Registrant as Specified in Its Charter)

................................Gloria Santona.............................
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-(i)(4)and
0-11.

1) Title of each class of securities to which transaction applies:

.............................................................

2) Aggregate number of securities to which transaction applies:

.............................................................

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

.............................................................

4) Proposed maximum aggregate value of transaction:

.............................................................

*Set forth the amount on which the filing fee is calculated and state how
it was determined.

/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

1) Amount Previously Paid:
---------------------------------------------
2) Form Schedule or Registration Statement No.:
------------------------
3) Filing Party:
-------------------------------------------------------
4) Date Filed:
--------------------------------

McDonald's Corporation

PROXY Statement and NOTICE of 1994 Annual Meeting of Shareholders

FRONT COVER:
Graphic depiction of Golden Arches and places where you can purchase or
eat McDonald's products, i.e., cars, planes, boats, malls, hospitals, etc.

INSIDE FRONT COVER:
You travel every day, and McDonald's has traveled every day since we
opened our first restaurant in suburban America. Today there are dozens
of different kinds of McDonald's, each designed to fit into your busy day
no matter where you're heading. Why not start with an Egg McMuffin at a
tollway oasis, or during a rest stop while commuting through Germany on
the autobahn? Enjoy a tasty Big Mac after classes at Western Michigan
University. Have a Happy Meal after touring the Children's Museum in
Boston. While visiting a patient, visit the McDonald's in Dallas'
Parkland Memorial Hospital. Don't forget to bring home a Chunky Chicken
Salad. How about a lowfat shake break at the shopping mall? Hamburgers
are great on the go, whether flying out from the John Wayne International
Airport or arriving in Paris. Late night at work? Your office building
offers quick service and a great meal. Dine in style aboard the MS Silja
Europa. And remember - no matter where you'll be tomorrow, McDonald's
always can be part of your day.

HIGHLIGHTS
----------------------------------------------------------------------
THESE HIGHLIGHTS ARE A SUMMARY. PLEASE READ THIS PROXY STATEMENT
COMPLETELY FOR ALL OF THE INFORMATION WHICH YOU NEED TO VOTE YOUR PROXY.

YOUR VOTE IS IMPORTANT. To ensure that your shares will be represented at
the Annual Meeting, please complete, sign, date and mail your proxy card
to the independent inspectors of election, First Chicago Trust Company of
New York, in the enclosed postage-paid envelope. If your shares are held
in the name of a broker, bank or other holder of record, you may attend
the Annual Meeting, but may not vote at the meeting unless you have first
obtained a proxy, executed in your favor, from the holder of record.

IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE ALLOW EXTRA TRAVEL
TIME DUE TO CONSTRUCTION IN THE AREA.

- McDonald's Corporation's 1994 Annual Meeting of Shareholders will be
held at 10:00 a.m. on Friday, May 27, 1994, in Oak Brook, Illinois.
Full details are on page 2.

- Shareholders will be asked to elect six Directors to serve until the
1997 Annual Meeting of Shareholders. The Board of Directors has
nominated: James R. Cantalupo, Donald R. Keough, Michael R. Quinlan,
Paul D. Schrage, Ballard F. Smith and B. Blair Vedder, Jr. The Board
recommends your vote "FOR" all nominees. Information about the
nominees is on pages 3 through 8.

- This Proxy Statement includes information about the pay of McDonald's
top management, as well as a report on executive compensation
prepared by the Board's Compensation Committee. To read about how
McDonald's executives are compensated, refer to pages 9 through 11
and 13 through 15.

- The Company's cumulative total return to common shareholders for
five- and ten-year periods are compared with returns for the
Standard & Poor's 500 Stock Index & Dow Jones Industrial Average
companies on pages 10 and 12.

- Certain shareholders have proposed that the Company endorse the CERES
Principles concerning environmental practices and reporting.
McDonald's has been recognized as an environmental leader and has
developed a set of environmental principles specifically tailored to
our operations. We believe that the CERES Principles are not
appropriate for our business and their adoption could possibly impede
our successful environmental efforts. This proposal and reasons why
the Board recommends you vote "AGAINST" it are on pages 17 and 18.

- The Company's confidential voting policy is described on page 20.

CHAIRMAN'S MESSAGE TO SHAREHOLDERS
----------------------------------------------------------------------------

DEAR FELLOW SHAREHOLDERS:

It is our pleasure to invite you to McDonald's 1994 Annual Meeting. During
the meeting, we will report on McDonald's past year and our prospects for
the future. Also, you will be asked to elect six Directors to serve until
the 1997 Annual Meeting of Shareholders and to vote on a shareholder
proposal to endorse the CERES Principles. As described later in this Proxy
Statement, the Board of Directors recommends you vote "FOR" the election
of the nominated Directors and "AGAINST" endorsement of the CERES
Principles.
Your vote is important. I urge you to consider the issues and to
complete, sign, date and return the enclosed proxy card as promptly as
possible.

Cordially,

/s/ Michael R. Quinlan
------------------------
Michael R. Quinlan
Chairman and Chief Executive Officer,
Shareholder

ANNUAL MEETING NOTICE AND AGENDA
----------------------------------------------------------------------------

TO THE SHAREHOLDERS OF MCDONALD'S CORPORATION:

The 1994 McDonald's Corporation Annual Meeting of Shareholders will be
held on Friday, May 27, 1994, at 10:00 a.m. (Central Time), in the Prairie
Room at The Lodge at McDonald's Office Campus, corner of Kroc Drive and
Ronald Lane, Oak Brook, Illinois. The meeting will consider the following
items of business:
1. The election of six Directors to serve until the 1997 Annual
Meeting of Shareholders or until their successors are elected and
qualified, and
2. If presented at the meeting, a shareholder proposal regarding
endorsement of the CERES Principles concerning environmental practices and
reporting.
The Annual Meeting will also act upon such other business as may
properly come before the meeting or any adjournment thereof.

By order of the Board of Directors,

/s/ Shelby Yastrow
------------------------
Shelby Yastrow
Secretary,
Shareholder

April 14, 1994

BOARD OF DIRECTORS
----------------------------------------------------------------------------

The Board of Directors oversees the performance of the Company and its
executives and monitors corporate policies and objectives. Through
discussions with the Chief Executive Officer and other officers, by
reviewing reports and analyses, and by participating in Board and
committee meetings, Directors keep informed about the Company's business.
In 1993, the Board met seven times. During 1993, all the Directors
attended all the meetings of the Board of Directors and of the committees
of which they were members except that one Director was absent from one
Board meeting.

COMMITTEES OF THE BOARD
- The Audit Committee recommends to the Board the firm to be employed as
the Company's independent auditors; consults with the auditors regarding
the audit; consults with the auditors and management regarding the
adequacy of financial and accounting procedures and controls; reviews
the Company's financial statements; and considers other matters which it
deems appropriate.

- The Compensation Committee reviews and approves officers' compensation
and recommends to the Board the fees of non-employee Directors. The
Committee also administers the 1975 Option Plan, the 1992 Incentive Plan
and the Deferred Incentive Plan. The Committee's report on executive
compensation can be found on pages 9 through 11.

- The Executive Committee may exercise powers and authority which are
granted to it under the Company's By-Laws.

- The Nominating Committee is responsible for identifying and screening
candidates to fill vacancies on the Board and also makes recommendations
regarding the composition and size of the Board. Shareholders wishing to
nominate Director candidates for consideration may do so by writing the
Secretary at McDonald's Plaza, Oak Brook, Illinois 60521 and providing
the candidate's name, biographical data and qualifications.

-------------------------------------------------------------------------
Number of
Committee Member meetings in 1993
-------------------------------------------------------------------------

Audit Gordon C. Gray 5
Robert N. Thurston
B. Blair Vedder, Jr.
Donald G. Lubin, non-voting secretary
------------------------------------------------------------------------
Compensation Terry Savage 5
Ballard F. Smith
Robert N. Thurston
------------------------------------------------------------------------
Executive Donald G. Lubin 0
Michael R. Quinlan
Fred L. Turner
------------------------------------------------------------------------
Nominating Hall Adams, Jr. 1
Donald G. Lubin
Andrew J. McKenna
Roger W. Stone
------------------------------------------------------------------------

COMPENSATION OF THE BOARD
In 1993, each non-employee Director earned a quarterly fee of $7,000 plus
a fee of $2,000 for each Board meeting and $1,000 for each committee
meeting attended. At the election of the recipient, all or any part of
these fees may be deferred under the Directors' Deferred Compensation
Plan. The Plan also provides for a bonus equal to 50% of the then-current
annual fee multiplied by the number of years served as a non-employee
Director (up to ten years of service) payable upon retirement or in the
event of death while serving on the Board. Directors who are Company
employees are not paid for their services as Directors and are not
eligible to participate in the Plan.
The Plan, which is unfunded, provides a vehicle for non-employee
Directors to align their interests with those of shareholders since
participating Directors' accounts are credited with contributions,
dividends, and gains and losses as if their accounts had been invested in
shares of Common Stock. Currently 8 of the 10 eligible Directors defer
their compensation under the Plan.

DIVERSITY
Presently, 20 minority men and women are officers, and one female and one
minority male serve on the Board. Also, more than 70% of Company-operated
restaurant management and over 50% of middle management are female and
minority.

Photos of Directors and Nominated Directors:

[Photo] [Photo] [Photo] [Photo]

Adams Beavers Cantalupo Gray

[Photo] [Photo] [Photo] [Photo]

Greenberg Keough Lubin McKenna

BIOGRAPHICAL INFORMATION
Biographical information regarding each Director nominated for election
and each Director whose term of office will continue after the Annual
Meeting is set forth on this page and the next.

HALL ADAMS, JR. Business consultant. Formerly, Chief Executive Officer of
Leo Burnett Company, Inc. Director of The Dun & Bradstreet Corporation and
Sears, Roebuck & Co. Class of 1996. Age: 60. Director since 1993.

ROBERT M. BEAVERS, JR. Senior Vice President. Director of NICOR
Corporation. Class of 1996. Age: 50. Director since 1984.

JAMES R. CANTALUPO. Nominee. President and Chief Executive
Officer-International since 1991. Previously, President and Chief
Operating Officer-International. Class of 1994. Age: 50. Director since
1987.

GORDON C. GRAY. Chairman of Rio Algom Limited, a Canadian mining company
and metals distributor, since 1993. Previously, Chairman of Royal LePage
Limited. Director of CGC, Inc., Markborough Properties Ltd., Omers Realty
Corporation, Rogers Communications, Inc., Royal LePage Limited, Stone
Consolidated Corporation, and The Toronto-Dominion Bank. Class of 1996.
Age: 66. Director since 1982.

JACK M. GREENBERG. Vice Chairman and Chief Financial Officer since 1992.
Previously, Senior Executive Vice President and Chief Financial Officer,
and prior to 1990, Executive Vice President and Chief Financial Officer.
Director of Arthur J. Gallagher & Company and Harcourt General, Inc. Class
of 1995. Age: 51. Director since 1982.

DONALD R. KEOUGH. Nominee. Chairman of Allen & Company, Inc., investment
bankers, and advisor to the Board of Directors of The Coca-Cola Company
since 1993. Previously, President, Chief Operating Officer and a Director
of The Coca-Cola Company. Director of H.J. Heinz Company, The Home Depot,
Inc., National Services Industries, Inc., and The Washington Post Company.
Class of 1994. Age: 67. Director since 1993.

DONALD G. LUBIN. Partner, and since 1991 Chairman, of the law firm of
Sonnenschein Nath & Rosenthal, which provides legal services to the
Company on a regular basis. Class of 1995. Age: 60. Director since 1967.

ANDREW J. MCKENNA. Chairman, President and Chief Executive Officer of
Schwarz Paper Company, a printer, converter and distributor of packaging
and promotional materials. Director of Aon Corporation, Dean Foods
Company, First Chicago Corporation, The First National Bank of Chicago,
Skyline Corporation, and Tribune Company. Class of 1995. Age: 64.
Director since 1991.

Photos of Directors and Nominated Directors:

[Photo] [Photo] [Photo] [Photo]

Quinlan Rensi Savage Schrage

[Photo] [Photo] [Photo] [Photo] [Photo]

Smith Stone Thurston Turner Vedder

MICHAEL R. QUINLAN. Nominee. Chairman and Chief Executive Officer since
1990. Previously, President and Chief Executive Officer. Director of The
Dun & Bradstreet Corporation and The May Department Stores Company.
Class of 1994. Age: 49. Director since 1979.

EDWARD H. RENSI. President and Chief Executive Officer-U.S.A. since 1991.
Previously, Chief Operations Officer and President and Chief Operating
Officer-U.S.A. Director of Snap-On Tools Corporation. Class of 1995.
Age: 49. Director since 1982.

TERRY SAVAGE. Financial journalist, author, and President of Terry Savage
Productions, Ltd., which provides speeches, programs and videos on
personal finance for corporate and association meetings. Prior to 1991,
commentator for CBS Inc. (WBBM-TV) in Chicago. Director of Carter Hawley
Hale, Inc. Class of 1996. Age: 49. Director since 1990.

PAUL D. SCHRAGE. Nominee. Senior Executive Vice President, Chief
Marketing Officer. Director of Safety-Kleen Corporation. Class of 1994.
Age: 58. Director since 1988.

BALLARD F. SMITH. Nominee. President and Chief Executive Officer of Sun
Mountain Broadcasting, a company operating radio stations. Also, Chairman
of Premier Food Services, Inc., a foodservice company. Class of 1994.
Age: 47. Director since 1983.

ROGER W. STONE. Chairman, President and Chief Executive Officer of Stone
Container Corporation, a multinational paper company primarily producing
and selling pulp, paper and packaging products. Director of First Chicago
Corporation, The First National Bank of Chicago, Morton International,
Option Care, Inc., and Stone Container Corporation. Class of 1995.
Age: 58. Director since 1989.

ROBERT N. THURSTON. Business consultant. Director of Jiffy Lube
International, Inc. Class of 1995. Age: 61. Director since 1974.

FRED L. TURNER. Senior Chairman since 1990. Previously, Chairman.
Director of Aon Corporation, Baxter International Inc., and W.W. Grainger,
Inc. Class of 1996. Age: 61. Director since 1968.

B. BLAIR VEDDER, JR. Nominee. Business consultant. Class of 1994.
Age: 69. Director since 1988.

SECURITY OWNERSHIP INFORMATION
----------------------------------------------------------------------------

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Management believes that the Company's Directors and Executive Officers
will more effectively represent McDonald's shareholders, whose interests
they are charged with protecting, if they are shareholders themselves. By
encouraging our executives to have a significant stock ownership in the
Company, we believe that we will focus their attention on managing
McDonald's as owners of the business and that this will lead to enhancing
value for all shareholders. Our Executive Officer group owned (directly
and through employee benefit plans) approximately 1.5 million shares of
Common Stock on February 1, 1994. Each executive has a significant amount
of his net worth at risk as a shareholder.

Directors and Executive Officers have sole voting and investment
power over shares held directly, except for 227,137 shares held in joint
accounts, over which they have shared voting and investment power. They
also have sole voting and dispositive power over the shares credited or
allocated to their accounts under the various benefit plans. No Director
or Executive Officer owns more than 1.0% of any class of stock.
Pursuant to plan provisions, employee participants in the Profit
Sharing Program and related equalization plans may direct the voting of
unallocated and unvoted plan shares. All such shares over which Directors
and Executive Officers have voting power are shown below as beneficially
owned, except for unvoted shares, which are not shown because the number
cannot be determined at this time.
The following table details the stock ownership of the named
individuals and group as of February 1, 1994.

· Enlarge/Download Table

STOCK OWNERSHIP TABLE

---------------------------------------------------------------------------------------------
Total
common shares
Beneficial beneficially Beneficial ownership
ownership of owned and of Preferred Stock*
Common Stock common share -----------------------------
Beneficial owner (a,b,c,d,e) equivalents (f) Series B(g) Series C(g)
---------------------------------------------------------------------------------------------

Hall Adams, Jr. 700 700 0 0
Robert M. Beavers, Jr. 174,247 176,444 3,697 4,589
James R. Cantalupo 288,269 288,269 1,748 1,836
Gordon C. Gray 2,060 2,060 0 0
Jack M. Greenberg 141,757 141,757 1,862 1,997
Donald R. Keough 1,500 1,658 0 0
Donald G. Lubin 14,249 15,734 0 0
Andrew J. McKenna 2,000 4,786 0 0
Michael R. Quinlan 605,838 605,838 11,791 16,019
Edward H. Rensi 208,736 208,736 1,733 1,815
Terry Savage 500 3,692 0 0
Paul D. Schrage 208,421 208,421 2,967 3,715
Ballard F. Smith 13,524 19,296 0 0
Roger W. Stone 2,000 7,072 0 0
Robert N. Thurston 23,960 28,835 0 0
Fred L. Turner 626,064 626,117 3,852 5,002
B. Blair Vedder, Jr. 2,406 9,106 0 0
Directors and Executive
Officers as a group
(the "Group")(21 persons) 2,762,122 2,794,412 34,551 42,187
---------------------------------------------------------------------------------------------

*Ms. Savage is also the beneficial owner of 500 depositary shares of
Preferred Stock, Series E, which has voting rights under limited
circumstances.

Please see the following page for footnotes.

Footnotes to stock ownership table on page 6:
(a) Included are shares of Common Stock as to which beneficial
ownership is disclaimed, as follows: Mr. Greenberg, 73; Mr. Lubin, 92;
Mr. Quinlan, 242; Mr. Rensi, 20,025; Mr. Turner, 32,389; and the Group,
63,155. The disclaimed shares are owned by spouses or in a custodial
capacity for children or grandchildren.
(b) Excluded are 303,316 shares of Common Stock held of record by
Messrs. Cantalupo, Lubin, Quinlan, Rensi, Schrage and Turner as members of
the 25-member Board of Trustees of Ronald McDonald Children's Charities
and 10,000 shares held of record by Mr. McKenna in his capacity as Trustee
of the Schwarz Paper Company Profit Sharing Trust.
(c) Included, pursuant to SEC rules, are shares of Common Stock which
may be received on conversion of Preferred Stock, Series B and C (at
conversion ratios of .7692 and .8 common share per preferred share,
respectively), as follows: Mr. Beavers, 6,515; Mr. Cantalupo, 2,814;
Mr. Greenberg, 3,030; Mr. Quinlan, 21,885; Mr. Rensi, 2,785; Mr. Schrage,
5,254; Mr. Turner, 6,965; and the Group, 60,326. In order for these shares
of Common Stock to be issued to any such person, his shares of Preferred
Stock, Series B and C, shown in this table would have to be converted and
would therefore no longer be outstanding.
(d) Included are shares of Common Stock over which the following have
voting power pursuant to employee benefit plan provisions, as follows:
Mr. Beavers, 4,431; Mr. Cantalupo, 1,542; Mr. Greenberg, 1,710;
Mr. Quinlan, 16,427; Mr. Rensi, 1,520; Mr. Schrage, 3,611; Mr. Turner,
5,002; and the Group, 40,273.
(e) Included are shares of Common Stock which could have been
acquired within 60 days after February 1, 1994, pursuant to stock options
in the following amounts: Mr. Beavers, 51,551; Mr. Cantalupo, 183,876;
Mr. Greenberg, 80,250; Mr. Quinlan, 307,875; Mr. Rensi, 118,517;
Mr. Schrage, 77,575; Mr. Turner, 100,632; and the Group, 1,178,502.
(f) Included are shares of Common Stock beneficially owned which are
shown under the heading "Beneficial ownership of Common Stock", and common
share equivalents which represent accounts in two unfunded plans: the
Directors' Deferred Compensation Plan and the Deferred Incentive Plan.
These accounts are credited with contributions, dividends and gains and
losses as if they had been invested in Common Stock.
(g) Included are shares of Preferred Stock, Series B and C, over
which the following have voting power pursuant to employee benefit plan
provisions, in the respective amounts indicated: Mr. Beavers, 2,989 and
4,222; Mr. Cantalupo, 1,040 and 1,469; Mr. Greenberg, 1,154 and 1,630;
Mr. Quinlan, 11,083 and 15,652; Mr. Rensi, 1,025 and 1,448; Mr. Schrage,
2,436 and 3,440; Mr. Turner, 3,375 and 4,766; and the Group, 27,171 and
38,374.

PRINCIPAL SHAREHOLDERS
The following table sets forth information as of February 1, 1994, with
respect to the only persons known to the Company to be the beneficial
owners of more than 5% of any class of the Company's stock.

-------------------------------------------------------------------------
Amount and
Name and address nature of Percent
Title of beneficial beneficial of
of class owner(a) ownership(a,b) class
-------------------------------------------------------------------------
Preferred Stock Burton D. Cohen, 5,704,667 96.7%
Stanley R. Stein, and
Paul R. Duncan,
as Trustees of the
Profit Sharing Program
McDonald's Corporation
McDonald's Plaza
Oak Brook, IL 60521
-------------------------------------------------------------------------

(a) Under SEC rules, the Trustees of the Profit Sharing Program, all
of whom are Company officers, may be deemed to share with Program
participants beneficial ownership of Preferred Stock held in the Program
and various related equalization plans for the benefit of such
participants.
(b) Under certain circumstances, the Preferred Stock is convertible
into 4,479,740 shares of Common Stock (1.3% of the class). Also, the
Trustees may be deemed to be the owners of an additional 12,122,847 shares
of Common Stock (3.4% of the class) held for the Program and related
equalization plans.

PROPOSAL ONE. ELECTION OF DIRECTORS
----------------------------------------------------------------------------

At the 1994 Annual Meeting, in accordance with the Company's Restated
Certificate of Incorporation and By-Laws, six Directors are to be elected,
each to serve a three-year term until the 1997 Annual Meeting of
Shareholders or until their successors are elected and qualified.
The Company's Restated Certificate of Incorporation currently
provides that the Board of Directors shall consist of not less than 11 nor
more than 24 members, with the exact number fixed by resolution of the
Board. Currently, the number of Directors is 17, and there are two classes
of six Directors and one class of five Directors.

NOMINEES
The six persons nominated by the Board of Directors for election at the
1994 Annual Meeting are:

JAMES R. CANTALUPO
DONALD R. KEOUGH
MICHAEL R. QUINLAN
PAUL D. SCHRAGE
BALLARD F. SMITH
B. BLAIR VEDDER, JR.

------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ALL SIX
NOMINEES.
------------------------------------------------------------------------

VOTING INFORMATION FOR PROPOSAL ONE
A proxy cannot be voted for more than six persons. Unless otherwise
directed, the shares represented by the enclosed proxy, when signed and
returned to the independent inspectors of election, will be voted "FOR"
the election of the six nominees. All elections for Directors shall be
decided by a plurality of the votes of the shares of Common and Preferred
Stock voting in person or by proxy, and entitled to vote on the election
of Directors at the 1994 Annual Meeting. If any nominee becomes unable to
serve for any reason (which is not anticipated), the shares represented by
the enclosed proxy may be voted for such substituted nominee as may be
designated by the Board of Directors, unless before the meeting the
directorship has been eliminated by a reduction in the size of the Board.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
----------------------------------------------------------------------------

DEAR FELLOW SHAREHOLDERS:
The Compensation Committee of the Board of Directors is composed entirely
of independent, non-employee Directors. The Committee's responsibilities
include: (i) developing compensation policies consistent with and linked
to the Company's strategies; (ii) assessing the performance of McDonald's
executives in developing and executing strategic objectives; and
(iii) ensuring that compensation is appropriate in light of both individual
and Company performance. We are also responsible for approving officers'
compensation and recommending the compensation of top management to the
Board of Directors, and for overseeing the Company's stock option and
incentive plans.

OUR PHILOSOPHY
We believe that it is in the best interests of the Company and its
shareholders to run the business with a long-term perspective and to
reward those who do so. McDonald's record of performance illustrates that
this approach has, over time, delivered favorable results to shareholders.
Accordingly, in making compensation decisions we evaluate
management's vision in recognizing opportunities which will benefit the
Company and its shareholders over the long term, the strategic plans which
are put in place to capitalize on these opportunities, and management's
ability to motivate and develop talent to execute these strategies.
The unique relationship and culture which McDonald's has nurtured
among its employees, franchisees and suppliers distinguishes us from other
companies. The ability of our management to direct this balance of
independent and interdependent entities is also of great importance to
enhancing shareholder value over the long term and is therefore a
significant factor in compensation decisions.
McDonald's executive compensation program is designed to attract,
energize, reward and retain executive talent that will produce superior
results over the long term and enhance the Company's leadership position
in a highly competitive global business. Compensation for our executives
is based on the following principles:

- Pay for performance
Changes in compensation must be driven by individual and Company
performance.

- At-risk compensation
Variable, at-risk compensation - both annual and long-term - should make
up a significant part of an executive's compensation, with the percentage
of at-risk compensation increasing at increased levels of responsibility.

- Stock ownership
Stock ownership is an important means of fostering a mutual interest
between employees and shareholders.

- Competitive pay
Compensation must be competitive with other high-quality companies and
with alternative careers in the McDonald's System, such as a McDonald's
franchisee or supplier, in order to motivate and retain the talent needed
to produce superior results.

The Committee conducts an overall review of executive compensation
annually. We review survey data and information supplied by independent
consultants, primarily to determine the competitiveness of McDonald's
executive compensation package. We do not, however, seek to position
compensation within any particular range. In 1993, the surveys which we
reviewed included information about companies comprising the Dow Jones
Industrial Average (DJIA), and data compiled by Hewitt & Associates
regarding the compensation practices of other multinational companies of
similar size to McDonald's which are primarily engaged in food and
beverage businesses, headquartered in the Midwest, and with whom we
compete for executive talent.

PERFORMANCE FACTORS
The Company's executive compensation program consists of base salary, an
annual incentive, long-term incentives, and benefits offered to employees
generally. At increasing levels of responsibility, compensation becomes
weighted more heavily toward variable, at-risk compensation (both annual
and long-term incentives) linked to unit and Company performance. The
process of setting compensation is not a mechanical one, and our decisions
are based on our judgments as well as the performance factors discussed
below.
In setting compensation, we gauge individual performance in many
areas, including: the development and execution of strategic plans; the
demonstration of leadership qualities and the ability to develop staff;
the assumption of additional management responsibilities; and the nature
and extent of an individual's contributions throughout the year to
programs which have affected the performance of the Company and the
System. The performance of an organizational unit is based on its
achievement of financial and strategic objectives contained in its annual
plan. Company performance criteria are reviewed each year to ensure that
they are consistent with the Company's mission and strategies.

EXECUTIVE COMPENSATION IN 1993
In making compensation decisions in 1993 we considered management's
accomplishments in improving core operating earnings and redirecting
strategy. In particular, the Committee was influenced by favorable results
in improved market share, return on assets, excellent sales and operating
income gains, and double-digit growth in earnings per share and net
income.
Moreover, McDonald's achieved significant progress in its three
strategic priorities - enhancing the value message, providing exceptional
customer care, and remaining an efficient and quality producer by lowering
development and operating costs - while continuing to build its global
brand.
Shareholder returns, with particular emphasis on the long term as
well as the short term, are also important considerations. As illustrated
in the following graph, over the past ten years McDonald's cumulative
total return to shareholders (i.e., price appreciation and reinvestment of
dividends) has exceeded the returns for both the DJIA companies as a group
and the Standard & Poor's 500 Stock Index (S&P). Returns shown are for
years ended December 31.

TEN-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURNS

[GRAPH]

---------------------------------------------------------------------------
83 84 85 86 87 88 89 90 91 92 93
---------------------------------------------------------------------------
MCD $100 112 177 202 221 245 355 303 400 518 610
S&P $100 106 140 166 174 203 268 260 339 364 401
DJIA companies $100 110 143 162 171 197 255 260 329 344 383
---------------------------------------------------------------------------
Source: S&P Compustat

ANNUAL CASH COMPENSATION
Annual cash compensation for our executives, as for all employees,
consists of base salary and an annual incentive under the Target Incentive
Plan (TIP).

The primary factors in setting an executive's base salary, which is
subject to adjustment annually, are (in order of importance): the
executive's level of responsibility and individual performance, the
performance of the Company as a whole, and the Company's position as an
industry leader.
Under the TIP, at the beginning of the year, each executive is
assigned a target incentive based upon level of responsibility (the
greater the responsibility, the higher the percentage of target incentive
to salary). In order to determine his or her annual incentive, this target
incentive is initially adjusted by an overall Company performance factor
(how well the Company did vs. target). A team performance factor,
reflecting the overall results of the organizational unit for which the
executive is responsible is then applied, and finally an individual
performance factor is applied.
In 1993, Mr. Quinlan's salary was increased from $880,000 to
$980,000, and he was awarded an annual incentive for performance in 1993
of $800,000, compared with $700,000 for the previous year. These increases
reflect our assessment of Mr. Quinlan's excellent performance, his
emphasis on constructive change, his significant contributions in leading
the Company's long-term strategic growth, and his influence on improved
results which were reflected in good returns to shareholders.

LONG-TERM INCENTIVES
The Committee believes that stock options are presently the best vehicle
by which to link employees' interests with those of shareholders, since an
optionee, like a shareholder, will realize a benefit only if McDonald's
stock price increases.
Accordingly, at the present time, long-term incentives consist of a
broad-based stock option plan. Options granted in 1993 expire in 2003,
vest over seven years and have an exercise price equal to the fair market
value of the Common Stock on the grant date.
In establishing guidelines for the size of stock option awards, we
consider (in order of importance) level of responsibility, achievement of
plan objectives, contributions to the planning process and the Company's
accomplishment of major strategic objectives. Awards are dependent
primarily upon current individual performance and, to some extent, on
potential for influencing future results. We also consider the number of
options granted in previous years.
Based on these factors, with particular emphasis on his continuing
leadership in establishing a comprehensive focus on constructive change in
long-term strategy, the Committee awarded Mr. Quinlan options to purchase
146,000 shares of Common Stock in 1993.

PROFIT SHARING
The Company has never offered a pension plan; rather, eligible employees
participate in profit sharing, with contributions linked to the Company's
annual financial performance.
In addition, employees and executives have been encouraged to build
stock ownership in McDonald's by allowing investment of their profit
sharing accounts in a Common Stock fund and through participation in the
two other components of the Profit Sharing Program: McDESOP, a 401(k)
plan, and the Leveraged ESOP. Generally, executives participate in the
Program on the same terms as eligible, non-executive employees. For all
participants, amounts in excess of applicable tax limitations are credited
to related equalization plans.

POLICY WITH RESPECT TO THE $1 MILLION DEDUCTION LIMIT
Recently enacted Section 162(m) of the Internal Revenue Code generally
limits the tax deductibility of annual compensation paid to certain
Executive Officers to $1 million, unless specified requirements are met.
The Compensation Committee has carefully considered the impact of this new
provision in the tax law. At this time, it is the Committee's intention to
continue to compensate all officers based on overall performance. We
expect that most, if not all, compensation paid to officers will qualify
as a tax deductible expense. However, it is possible that at some point in
the future, circumstances may cause the Committee to authorize
compensation that is not deductible.

IN CONCLUSION
The Company's 1993 Annual Report to Shareholders describes McDonald's
accomplishments for the year and details the Company's strategies and
priorities for the future. We recommend it for your reading.
This report from the Compensation Committee is intended tol communicate
our compensation policies, which we believe are uniquely appropriate for
McDonald's. We welcome your comments. You may write to us c/o Shelby
Yastrow, Secretary, McDonald's Corporation, McDonald's Plaza, Oak Brook,
Illinois 60521.

Respectfully submitted,

/s/ Robert N. Thurston
---------------------------
Robert N. Thurston
Chairman

/s/ Terry Savage /s/ Ballard F. Smith
--------------------------- --------------------------
Terry Savage Ballard F. Smith

COMPARISON OF TOTAL SHAREHOLDER RETURN
----------------------------------------------------------------------------

McDonald's Corporation is unique; accordingly, we do not have readily
identifiable investment peers. Our operating characteristics and the
marketing of branded products around the world place McDonald's among
global food and beverage companies in the minds of many investors. For
others, our recognizable brand and the retail nature of our business place
McDonald's among global consumer products companies. Also, our strong
financial position, growing cash flow, solid international presence and
global brand power may cause investors to view McDonald's as a global
branded growth company. Finally, our capitalization, trading volume and
importance in an industry that is vital to the U.S. economy have resulted
in McDonald's inclusion in the DJIA since 1985.
Although McDonald's is included in published restaurant indices, we
believe that a presentation of a performance graph relative to such
indices would not be meaningful since by virtue of our size, McDonald's
inclusion in the index tends to skew the results. Many of the companies
included in these indices only have restaurants in the U.S., while
McDonald's has operations in 71 countries and a significant portion of our
operating results come from outside the U.S.
Thus, in the absence of any readily identifiable industry peer group
for McDonald's, we believe use of the companies comprising the DJIA as the
group for comparison is appropriate. Like McDonald's, many DJIA companies
generate meaningful sales and revenues outside the U.S. and some manage
global brands. Also, investors who are looking for an investment in blue
chip stocks often look at the DJIA as a benchmark.
The performance graph which follows depicts McDonald's cumulative
total shareholder returns (i.e., price appreciation and reinvestment of
dividends) relative to the S&P and a group made up of the companies
comprising the DJIA (including McDonald's) for the five-year period ended
December 31, 1993. Returns shown are for years ended December 31, and for
the DJIA companies, returns are weighted for market capitalization as of
the beginning of each year.

As McDonald's business focus and growth opportunities have been and
continue to be long term, we believe that the ten-year performance graph
on page 10 is more meaningful than the five-year performance graph
depicted below.

FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURNS

[GRAPH]

--------------------------------------------------------------
88 89 90 91 92 93
--------------------------------------------------------------
McDonald's $100 145 124 163 211 249
S&P $100 132 128 166 179 197
DJIA companies $100 129 132 167 174 194
--------------------------------------------------------------
Source: S&P Compustat

EXECUTIVE COMPENSATION
----------------------------------------------------------------------------

SUMMARY COMPENSATION TABLE
The following table summarizes total compensation earned or paid for
services rendered in all capacities by the named Executive Officers during
each of the years ended December 31, 1993, 1992 and 1991.

· Enlarge/Download Table

----------------------------------------------------------------------------------------------------------------------
Annual compensation Long-term compensation
------------------------- -----------------------------------------
Awards Payouts
-------------------------- -----------
Restricted Securities
Name and stock underlying LTIP* All other
principal position Year Salary($) Bonus($) awards($) options(#)(a) payouts($) compensation($)(b,c)
----------------------------------------------------------------------------------------------------------------------

Michael R. Quinlan 1993 $980,000 $800,000 0 146,000 0 $299,176
Chairman of the Board, 1992 880,000 700,000 0 151,000 0 321,355
Chief Executive Officer 1991 800,000 620,000 0 100,000 0

Edward H. Rensi 1993 669,983 469,638 0 85,000 0 180,870
President, 1992 645,000 405,000 0 66,000 0 205,941
Chief Executive Officer- 1991 583,000 355,000 0 60,000 0
U.S.A.

James R. Cantalupo 1993 631,667 446,446 0 85,000 0 173,862
President, 1992 590,000 385,000 0 76,000 0 188,679
Chief Executive Officer- 1991 533,250 325,000 0 72,000 0
International

Jack M. Greenberg 1993 606,833 434,850 0 85,000 0 175,447
Vice Chairman, 1992 516,000 375,000 0 76,000 0 167,311
Chief Financial Officer 1991 476,083 284,000 0 60,000 0

Paul D. Schrage 1993 466,517 262,064 0 36,300 0 116,427
Senior Executive 1992 444,100 229,000 0 31,000 0 131,890
Vice President, 1991 426,658 222,200 0 36,000 0
Chief Marketing Officer
-------------------------------------------------------------------------------------------------------------------

*Long-Term Incentive Plan

(a) The securities underlying the options are shares of Common Stock.
(b) Represents 1993 Company contributions and allocations to,
respectively: (i) the Profit Sharing Program and related equalization
plans; (ii) the Deferred Incentive Plan; and (iii) premiums on group term
life insurance, as follows: Mr. Quinlan, $159,142, $133,057, and $6,977;
Mr. Rensi, $168,774, $7,277, and $4,819; Mr. Cantalupo, $104,186, $65,104,
and $4,572; Mr. Greenberg, $104,954, $63,423, and $7,070; and Mr. Schrage,
$79,492, $28,314, and $8,621. Amounts which have been included with
respect to the unfunded equalization plans and Deferred Incentive Plan
represent the Company's obligation to pay such amounts to participants.
(c) SEC rules do not require disclosure regarding items in this
column for fiscal year 1991.

STOCK OPTION GRANTS IN 1993
Options granted to the named Executive Officers were about 7% of the total
number of options granted in 1993. All options granted will expire on the
tenth anniversary of their respective grant dates and vest over a
seven-year period. Option exercise prices were in all cases equal to the
fair market value of a share of Common Stock on the date the option was
granted. The options have no value unless the Company's stock price
appreciates and the recipient continues to be employed until the options
vest.
The following table shows the stock options granted to the named
Executive Officers during 1993 and the potential realizable value of those
grants (on a pre-tax basis) determined in accordance with SEC rules. The
information in this table shows how much the named Executive Officers may
eventually realize in future dollars under three hypothetical situations:
if the price of Common Stock does not increase, and if the stock gains 5%
or 10% in value per year, compounded over the ten-year life of the
options. These are assumed rates of appreciation and are not intended to
forecast future appreciation of the Company's Common Stock.

In ten years one share of Common Stock valued at $52.50 today would be
worth $85.52, assuming the hypothetical 5% compounded growth rate, or
$136.19, assuming the hypothetical 10% compounded growth rate.

Also included in this table is the increase in value to all common
shareholders using the same assumed rates of appreciation.
Another way to look at this is to express the value of these options
at expiration in today's dollars by applying a present value approach to
the hypothetical appreciation rates. These results are shown in the last
two columns of the table.

· Enlarge/Download Table

---------------------------------------------------------------------------------------------------------------------
Individual grants
--------------------------------------------------
Number of % of total Potential realizable value at
securities options assumed rates of stock price
underlying granted to Exercise appreciation for option term(b)
options employees price Expiration -------------------------------------
Name granted(#)(a) in 1993 ($/Sh) date 0% 5% 10%
--------------------------------------------------------------------------------------------------------------------

Michael R. Quinlan 6,000 0.1% $50.250 2/2/03 $0 $ 189,612 $ 480,513
140,000 2.3 52.500 3/16/03 0 4,622,376 11,714,007

Edward H. Rensi 85,000 1.4 52.500 3/16/03 0 2,806,442 7,112,076
James R. Cantalupo 85,000 1.4 52.500 3/16/03 0 2,806,442 7,112,076
Jack M. Greenberg 85,000 1.4 52.500 3/16/03 0 2,806,442 7,112,076
Paul D. Schrage 36,300 0.6 52.500 3/16/03 0 1,198,516 3,037,275
--------------------------------------------------------------------------------------------------------------------
Increase in value to all common shareholders(d) 0 $11.8 billion $29.8 billion
---------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------
Present value at assumed
rates of stock price
appreciation(b,c)
---------------------------------
5% 10%
---------------------------------
Michael R. Quinlan $ 97,204 $ 246,333
2,450,929 6,211,135

Edward H. Rensi 1,488,064 3,771,046
James R. Cantalupo 1,488,064 3,771,046
Jack M. Greenberg 1,488,064 3,771,046
Paul D. Schrage 635,491 1,610,459
-------------------------------------------------------------------
Increase in value to all
common shareholders(d) $6.2 billion $15.8 billion
-------------------------------------------------------------------

(a) The securities underlying the options are shares of Common Stock.
(b) Calculated over a ten-year period, representing the life of the
options.
(c) Calculated assuming an investment in a ten-year, zero coupon U.S.
Treasury note made at the time the options were granted (6.91% on 2/2/93
and 6.55% on 3/16/93).
(d) Calculated using a Common Stock price of $52.50, the closing
market price on 3/16/93, which is the exercise price of substantially all
of the options granted in 1993, and the total weighted average number of
common shares outstanding for 1993.

AGGREGATED OPTION EXERCISES IN 1993 AND FISCAL YEAR-END OPTION VALUES TABLE
The following table shows information concerning the exercise of stock
options by each of the named Executive Officers during 1993, and the value
of all remaining exercisable and unexercisable options at December 31,
1993, on a pre-tax basis.

· Enlarge/Download Table

-----------------------------------------------------------------------------------------------
Number of
securities Value of
underlying unexercised
unexercised in-the-money
options at options at
12/31/93(#)(b) 12/31/93($)(c)
-------------- --------------
Shares acquired Value Exercisable/ Exercisable/
Name on exercise(#) realized($)(a) unexercisable unexercisable
-----------------------------------------------------------------------------------------------

Michael R. Quinlan 0 0 271,375/ $8,124,247/
413,125 6,270,145

Edward H. Rensi 0 0 97,267/ 2,823,695/
233,375 3,725,893

James R. Cantalupo 10,126 $475,553 162,626/ 4,724,806/
264,500 4,450,569

Jack M. Greenberg 30,500 941,159 59,000/ 1,276,531/
223,500 3,209,001

Paul D. Schrage 0 0 68,500/ 1,997,086/
111,800 1,855,712
----------------------------------------------------------------------------------------------

(a) Calculated by subtracting the exercise price from the market
value of the Common Stock as of the exercise date.
(b) The securities underlying the options are shares of Common Stock.
(c) Calculated using the market value of the Common Stock at
December 31, 1993 ($57.00 per share) less the per share option exercise
price multiplied by the number of exercisable or unexercisable options, as
the case may be.

[PHOTO OF ADVISORY DIRECTORS]

Advisory Directors are appointed by the Board of Directors each year to
serve in a non-voting capacity. They present management's perspective on
matters of interest to the Board. Advisory Directors for the past year are
(pictured left to right): Raymond C. Mines, Jr., Senior Vice President,
Zone Manager; Clifford H. Raber, Vice President; Michael L. Conley, Senior
Vice President, Controller; and Charles H. Bell, Managing Director, CEO,
McDonald's Australia, Ltd.

OTHER INFORMATION
----------------------------------------------------------------------------

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Executive Officers and Directors to file reports of ownership
and changes in ownership with the SEC and the New York Stock Exchange. The
Company believes that during the period from January 1, 1993 through
December 31, 1993, its Executive Officers and Directors complied with all
applicable Section 16(a) filing requirements, except that two Directors
each inadvertently filed one of their reports late, as follows: Mr.
Keough's Initial Statement of Beneficial Ownership on Form 3; and Mr.
Lubin's 1992 Statement of Changes in Beneficial Ownership on Form 5
showing four quarterly acquisitions of Common Stock pursuant to the
Dividend Reinvestment Plan. This conclusion is based solely on a review of
the copies of such forms furnished to the Company in accordance with SEC
regulations and certain written representations received by the Company.

RELATED PARTY TRANSACTIONS
In 1993, the Company and its subsidiaries purchased approximately $2.8
million worth of products (principally premiums and gift items) from
Group II Communications, Inc., comprising more than 5% of Group II's gross
revenues for its last fiscal year. Mr. McKenna, a Director of the Company,
is the holder of 51% of the stock of Group II. The Company believes that
such purchases were made on terms at least as favorable as would have been
available from other parties and expects to continue its dealings with
Group II in 1994 on similar terms.
In 1993, as part of its ongoing share repurchase program and
primarily in connection with stock option exercises, the Company purchased
shares of Common Stock, in each case at the New York Stock Exchange
composite closing price on the date of purchase, from Directors and
Executive Officers at the following prices: Michael L. Conley, $147,431;
Thomas S. Dentice, $221,942; Patrick J. Flynn, $352,625; and
Jack M. Greenberg, $876,409. Messrs. Conley, Dentice and Greenberg
acquired these shares within two years prior to their sales through the
exercise of options at the following prices, respectively: $25,939,
$75,565, and $378,081.

1995 ANNUAL MEETING -
RECEIPT OF SHAREHOLDER PROPOSALS
Any shareholder proposal must be submitted in writing to the Secretary of
the Company at McDonald's Plaza, Oak Brook, Illinois 60521 and received by
December 15, 1994, if it is to be considered for inclusion in the
Company's 1995 proxy materials.

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company will provide, without charge, a copy of McDonald's
Corporation's Annual Report on Form 10-K for the year ended December 31,
1993 (including any financial statements and schedules, and a list
describing any exhibits not contained therein) upon written request
addressed to the Shareholder Services Center, McDonald's Corporation, Kroc
Drive, Oak Brook, Illinois 60521. The exhibits to the 10-K are available
upon payment of charges which approximate the Company's cost of
reproduction.

PROPOSAL TWO. SHAREHOLDER PROPOSAL
----------------------------------------------------------------------------

The Sinsinawa Dominicans, Inc. and three co-filers advised the Company
that they intend to present the shareholder proposal set forth below at
the 1994 Annual Meeting. The names, addresses and share ownership of the
proponents will be furnished to any person upon request to the Company.
The Board of Directors recommends a vote "AGAINST" this proposal.

SHAREHOLDER PROPOSAL AND SUPPORTING STATEMENT
"WHEREAS WE BELIEVE: The responsible implementation of sound environmental
policy increases long-term shareholder value by increasing efficiency,
decreasing clean-up costs, reducing litigation, and enhancing public image
and product attractiveness;
Adherence to public standards for environmental performance gives a
company greater public credibility than is achieved by following standards
created by industry alone. In order to maximize public credibility and
usefulness, such standards also need to reflect what investors and other
stakeholders want to know about the environmental records of their
companies;
Standardized environmental reports will provide shareholders with
useful information which allows comparisons of performance against uniform
standards and comparisons of progress over time. Companies can also
attract new capital from investors seeking investments that are
environmentally responsible, responsive, progressive, and which minimize
the risk of environmental liability.
AND WHEREAS: The Coalition for Environmentally Responsible Economies
(CERES) - which comprises large institutional investors with $150 billion
in stockholdings (including shareholders of this Company), public interest
representatives, and environmental experts-consulted with dozens of
corporations and produced comprehensive public standards for both
environmental performance and reporting. Over 50 companies have endorsed
the CERES Principles-including the Sun Company, a Fortune-500 company-to
demonstrate their commitment to public environmental accountability.
In endorsing the CERES Principles, a company commits to work toward:

1. Protection of the biosphere
2. Sustainable use of natural resources
3. Waste reduction and disposal
4. Energy conservation
5. Risk reduction
6. Safe products and services
7. Environmental restoration
8. Informing the public
9. Management commitment
10. Audits and reports

The full text of the CERES Principles and the accompanying CERES Report
Form are available from CERES, 711 Atlantic Avenue, Boston MA 02110,
tel: 617/451-0927.
Concerned investors are asking the Company to be publicly accountable
for its environmental impact, including collaboration with this corporate,
environmental, investor, and community coalition to develop (a) standards
for environmental performance and disclosure; (b) appropriate goals
relative to these standards; (c) evaluation methods and tools for
measurement of progress toward these goals; and (d) a format for public
reporting of this progress.
We believe this request is consistent with regulation adopted by the
European Community for companies' voluntary participation in verified and
publicly-reported eco-management and auditing.
RESOLVED: Shareholders request the Company to endorse the CERES
Principles as a commitment to be publicly accountable for its
environmental impact.

SUPPORTING STATEMENT
We invite the Company to endorse the CERES Principles by (1) stating its
endorsement in a letter signed by a senior officer; (2) committing to
implement the Principles; and (3) annually completing the CERES Report.
Endorsing these Principles complements rather than supplants internal
corporate environmental policies and procedures.
We believe that without this public scrutiny, corporate environmental
policies and reports lack the critical component of adherence to standards
set not only by management but also by other stakeholders. Shareholders
are asked to support this resolution, to encourage our Company to
demonstrate environmental leadership and accountability for its
environmental impact."

THE BOARD'S RECOMMENDATION
McDonald's places the highest priority on protecting the environment. We
are not in disagreement with the spirit of the proposal. We realize that
in today's world a business leader must be an environmental leader as
well - analyzing the various aspects of its business in terms of their
impact on the environment, encouraging sound environmental practices, and
establishing procedures for accountability. These are the primary
objectives of both the CERES Principles and McDonald's environmental
programs. However, we have a difference of opinion about the best way to
accomplish these objectives.

McDonald's is committed to undertaking specific, practical and effective
activities which make sense in the context of our business and, to that
end, in 1991 adopted a set of environmental principles specifically
tailored to our business. It makes no sense to add or substitute the CERES
Principles which mandate a generalized approach meant to apply to any and
every industry.

Our environmental policies and programs are designed to focus our
efforts where they can do the most good. To accomplish our objectives we
support partnerships and public education. For instance, in 1993
McDonald's joined The Paper Task Force organized by the Environmental
Defense Fund (EDF) and participated in the U.S. Environmental Protection
Agency's Voluntary Green Lights Program. We teamed up with Conservation
International and Clemson University to restore degraded land and protect
rain forests in Central America. Also, we sponsored a Youth Environmental
Summit in New Zealand; and in the U.S. and international markets, Ronald
McDonald teaches "You & Me and Ecology". Moreover, McDonald's has achieved
environmental leadership and established public accountability through our
Waste Reduction Plan, formulated with the EDF to reduce solid wastes in
all aspects of our business, and other environmental programs, such as the
McRecycle USA program through which we have purchased almost $900 million
of recycled products.
McDonald's environmental efforts have led to the following most
recent distinctions and awards:

- In 1993, ranked number one by Roper's Green Gauge Consumer Survey of
environmental reputation and Cambridge Research International for
environmental performance

- The Society for the Advancement of Management's 1993 Corporate Social
Responsibility Award for the McRecycle USA program

- In 1993, the Institute of Packaging Professionals' Ameristar
Environmental Award and the World Packaging Organization's World Star
Award for our new Big Mac container which uses 40% recycled paper

We are concerned that by committing to comply with a generalized set
of principles, many of which have little or no applicability to our
business, our energies and resources will become so dispersed that we will
be unable to sustain the focus that has allowed us to make such positive,
measurable strides in environmental matters. Furthermore, we find the
CERES Principles, though well-intentioned, to be ambiguous. For example,
the Principles require completion of an environmental audit and report.
However, no generally accepted environmental audit standards exist and
most of the CERES report form does not relate to our business.
If you would like more information on our environmental
accomplishments, please write to us at Shareholder Services Center,
McDonald's Corporation, Kroc Drive, Oak Brook IL 60521 or call
1-708-575-7428.

--------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "AGAINST"
PROPOSAL TWO.
--------------------------------------------------------------------

VOTING INFORMATION FOR PROPOSAL TWO
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common and Preferred Stock represented at the 1994
Annual Meeting and entitled to vote on this proposal is required to
approve Proposal Two.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING
----------------------------------------------------------------------------

PROXY SOLICITATION
This Proxy Statement and the accompanying proxy and voting instruction
card are being furnished to shareholders of the Company beginning on
April 14, 1994 in connection with the solicitation of proxies by the Board
of Directors to be used in voting at the Annual Meeting of Shareholders on
May 27, 1994, and any adjournment thereof.
The Company will bear the cost of soliciting proxies, including the
charges and expenses of brokerage firms and others for forwarding
solicitation materials to beneficial owners. The Company has retained
D.F. King & Co., Inc. to solicit proxies on behalf of the Board at a fee
estimated to be $18,000 plus reasonable out-of-pocket expenses. Proxies
may also be solicited by certain employees and Directors of the Company by
mail, by telephone, or personally, without compensation apart from their
normal salaries.

RECORD DATE AND VOTING AT THE ANNUAL MEETING
Shareholders of record owning Common or Preferred Stock (except Series E
Preferred Stock) at the close of business on March 28, 1994, are entitled
to vote at the 1994 Annual Meeting. On that date there were 353,850,277
shares of Common Stock and 5,877,420 shares of Preferred Stock outstanding
and entitled to vote at the Annual Meeting. Each share of Common Stock and
each share of Preferred Stock (except Series E Preferred Stock) is
entitled to one vote upon each matter presented at the Annual Meeting.
A proxy may be revoked by voting in person at the Annual Meeting, by
written notice to the Company's Secretary, or by delivery of a later-dated
proxy, in each case prior to the closing of the polls for voting at the
Annual Meeting. A proxy in the accompanying form which is properly signed,
dated, returned and not revoked will be voted in accordance with the
instructions contained therein. Proxies which are signed and returned will
be voted for the slate of six Directors proposed by the Board, unless
authority to vote for the election of Directors (or for any one or more
nominees) is withheld, and will be voted in opposition to the shareholder
proposal if no contrary instructions are given. The enclosed proxy gives
discretionary authority as to any matters not specifically referred to
therein. Management is not aware of any other matters to be presented for
action by shareholders before the Annual Meeting, except as set forth in
this Proxy Statement. However, if any such matters properly come before
the Annual Meeting, it is understood that the proxy holders are fully
authorized to vote thereon in accordance with their judgment and
discretion.
All votes cast by proxy or in person at the Annual Meeting will be
tabulated by First Chicago Trust Company of New York (First Chicago) which
has been appointed independent inspector of election for the 1994 Annual
Meeting and will determine whether or not a quorum is present. With
respect to the election of Directors, First Chicago will treat votes
withheld as shares that are present for purposes of determining a quorum.
Since a plurality is required to elect Directors, the six persons
receiving the greatest number of votes will be elected. Withheld votes
will not affect the outcome of the election. With respect to the
shareholder proposal or any other matter properly brought before the
meeting, First Chicago will treat abstentions as shares that are present
and entitled to vote for purposes of determining a quorum. Since a
majority of the shares represented at the meeting and entitled to vote is
required for adoption, abstentions will have the effect of a vote against
adoption. If a broker indicates on a proxy that it does not have
discretionary authority as to certain shares to vote on a particular
matter, those shares will be considered as present for quorum purposes but
not as shares entitled to vote with respect to that matter. Accordingly,
broker non-votes will have no effect on such a matter.
A list of shareholders of record entitled to vote at the Annual
Meeting will be available for inspection by any shareholder for any
purpose germane to the meeting during ordinary business hours for a period
of 10 days prior to the meeting at the Company's office at McDonald's
Plaza, Oak Brook, Illinois 60521.

CONFIDENTIAL VOTING
It is the Company's policy to protect the confidentiality of shareholder
votes throughout the voting process. In this regard, the vote of any
shareholder will not be disclosed to the Company, its directors, officers
or employees, except to meet legal requirements and to assert or defend
claims for or against the Company; and except in those limited
circumstances where (i) a proxy solicitation is contested; (ii) a
shareholder writes comments on a proxy card; or (iii) a shareholder
requests disclosure. Both the tabulators and inspectors of election have
been and will remain independent of the Company.
Nothing in this policy prohibits shareholders from disclosing the
nature of their votes to the Company, its directors, officers or
employees, or impairs voluntary communication between the Company and its
shareholders, nor does this policy prevent the Company from ascertaining
which shareholders have voted or from making efforts to encourage
shareholders to vote.

AUDITORS
The Board of Directors has appointed Ernst & Young as independent auditors
to examine the consolidated financial statements of the Company for the
year ending December 31, 1994. Ernst & Young audited such statements for
the year ended December 31, 1993, and a representative of that firm will
be present at the Annual Meeting and will have the opportunity to make a
statement, if the firm elects to do so, and to respond to appropriate
questions from shareholders.

HOME OFFICE
McDonald's Corporation
McDonald's Plaza
Oak Brook IL 60521
1-708-575-3000

DEFINITIONS
As used in this Proxy Statement the following terms have the following
meanings:

Common Stock means
McDonald's Corporation Common Stock

Preferred Stock means
McDonald's Corporation Preferred Stock, including
Series B, C, D and E, as the case may be

SEC means
Securities and Exchange Commission

1975 Option Plan means
McDonald's Corporation 1975 Stock Ownership
Option Plan

1992 Incentive Plan means
McDonald's 1992 Stock Ownership Incentive Plan

Deferred Incentive Plan means
McDonald's Corporation Deferred Incentive Plan

Profit Sharing Program means
McDonald's Corporation Profit Sharing Program

The following trademarks used herein are owned by McDonald's Corporation:
McDonald's, Egg McMuffin, Big Mac, Happy Meal, Ronald McDonald, You & Me
And Ecology, McRecycle USA.

Printed on Recycled Paper
15% post-consumer content
85% pre-consumer content

APPENDIX

Photographs of each Director and Nominated Director appear in the Board of
Directors section herein.

Photograph of the Advisory Directors appear in the Executive Compensation
section herein.

[FRONT SIDE OF PROXY AND VOTING INSTRUCTION CARD
FOR NON-EMPLOYEE SHAREHOLDERS]

McDONALD'S CORPORATION
McDonald's Plaza
PROXY AND VOTING INSTRUCTION CARD Oak Brook, IL 60521

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF McDONALD'S
CORPORATION.

McDONALD'S 1994 ANNUAL MEETING OF SHAREHOLDERS WILL BE HELD AT THE LODGE
ON McDONALD'S OFFICE CAMPUS, KROC DRIVE AND RONALD LANE, OAK BROOK,
ILLINOIS, AT 10:00 A.M. (CENTRAL TIME) ON MAY 27, 1994. This Proxy and
Voting Instruction Card will cover the voting of all shares of Common and
Preferred Stock of McDonald's Corporation which you are entitled to vote
or to direct the voting of, including those in the Dividend Reinvestment
Plan and the System Stock Purchase Plan.

YOUR VOTE IS IMPORTANT. Please consider the issues discussed in the Proxy
Statement and sign, date, and return this card in the enclosed envelope.

Detach Here
--------------------------------------------------------------------------
9823

The undersigned, revoking any proxy previously given, appoint(s) Michael R.
Quinlan and Shelby Yastrow, or either of them, as proxies with full power
of substitution to vote as directed all shares the undersigned is entitled
to vote at the 1994 Annual Meeting of Shareholders of McDonald's
Corporation and AUTHORIZE(S) EACH TO VOTE AT THEIR DISCRETION ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING, or any adjournment
thereof. IF NO VOTING INSTRUCTIONS ARE GIVEN ON THIS CARD, MY (OUR)
SHARES WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES AND "AGAINST"
PROPOSAL 2.

Check box to vote your shares
with the Board's recommendation. / /

If you do not check the box above, indicate
your vote below.

The Board has nominated and recommends
a vote FOR: James R. Cantalupo, Donald R. Keough,
Michael R. Quinlan, Paul D. Schrage, Ballard F. Smith
and B. Blair Vedder, Jr.

FOR ALL NOMINEES WITHHOLD
EXCEPT AS WRITTEN AS TO ALL
ON THE LINE BELOW NOMINEES

1. Election of Directors / / / /

-----------------------------------------------

The Board recommends a vote AGAINST Proposal 2.

FOR AGAINST ABSTAIN

2. Shareholder-proposed
CERES Principles / / / / / /

/ / COMMENTS: Check here and write comments on reverse side.

/ / Check here to waive confidential voting.

PLEASE SIGN AS YOUR NAME(S) APPEAR(S) ABOVE AND RETURN THIS PROXY
PROMPTLY. If signing for a corporation or partnership, or as agent,
attorney, or fiduciary, indicate the capacity in which you are signing.
If you attend the meeting and decide to vote by ballot, such vote will
supersede this proxy.

X
------------------------------

X Date
------------------------------ ----------------, 1994

[REVERSE SIDE OF PROXY AND VOTING INSTRUCTION CARD
FOR NON-EMPLOYEE SHAREHOLDERS]

COMMENTS
------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------

[FRONT SIDE OF PROXY AND VOTING INSTRUCTION CARD
FOR EMPLOYEE SHAREHOLDERS]

McDONALD'S CORPORATION
McDonald's Plaza
PROXY AND VOTING INSTRUCTION CARD Oak Brook, IL 60521

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF McDONALD'S
CORPORATION.

YOUR VOTE IS IMPORTANT. Please consider the issues discussed in the Proxy
Statement and sign, date, and return this card in the enclosed envelope.

Detach Here
--------------------------------------------------------------------------
9823

EMPLOYEES: Please see message on reverse side

Check box to vote your shares
with the Board's recommendation. / /

If you do not check the box above, indicate
your vote below.

THE BOARD HAS NOMINATED AND RECOMMENDS
A VOTE FOR: James R. Cantalupo, Donald R. Keough,
Michael R. Quinlan, Paul D. Schrage, Ballard F. Smith
and B. Blair Vedder, Jr.

FOR ALL NOMINEES WITHHOLD
EXCEPT AS WRITTEN AS TO ALL
ON THE LINE BELOW NOMINEES

1. Election of Directors / / / /

-----------------------------------------------

THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL 2.

FOR AGAINST ABSTAIN

2. Shareholder-proposed
CERES Principles / / / / / /

/ / COMMENTS: Check here and write comments on reverse side.

/ / Check here to waive confidential voting.

X
------------------------------

X Date
------------------------------ ----------------, 1994

[REVERSE SIDE OF PROXY AND VOTING INSTRUCTION CARD
FOR EMPLOYEE SHAREHOLDERS]

INFORMATION FOR McDONALD'S EMPLOYEES ONLY:

Your vote on the front of this card directs the trustees of the Profit
Sharing Program, the Stock Sharing Plan and various Equalization Plans
(collectively referred to as the "Plans") to vote the shares credited to
your accounts under the Plans. When you vote these shares, you should
consider your own long-term best interests as a Plan participant.

You are also directing the trustees to vote shares held in the Plans
(except the Stock Sharing Plan) that have not been voted and shares that
have not yet been credited to participants' accounts. When you direct the
vote of these shares, you have a special responsibility to consider the
long-term best interests of other participants.

If you want to vote the Plan shares you own or the shares you are voting
for other Plan participants DIFFERENTLY from the way you voted on the
front of this card, please check the "COMMENT" box on the front and mark
your direction below.

Your directions will be kept confidential by First Chicago Trust Company
of New York, the independent inspectors of election.

--------------------------------------------------------------------------

IF YOU WISH TO VOTE ALL SHARES IN THE SAME WAY, YOU DO NOT NEED TO
COMPLETE THE SECTION BELOW, SIMPLY FOLLOW THE VOTING INSTRUCTIONS ON THE
FRONT OF THE CARD, THEN SIGN AND RETURN THE CARD IN THE ENCLOSED ENVELOPE.

The Board recommends a vote FOR all nominees and AGAINST Proposal 2.

PLAN SHARES NOT YET
PLAN SHARES OWNED CREDITED OR UNVOTED

FOR ALL NOMINEES WITHHOLD FOR ALL NOMINEES WITHHOLD
EXCEPT AS WRITTEN AS TO ALL EXCEPT AS WRITTEN AS TO ALL
ON THE LINE BELOW NOMINEES ON THE LINE BELOW NOMINEES

1. Election
of Directors ----- ----- ----- -----

-------------------- --------------------

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
2. Shareholder-
proposed CERES
Principles ----- ----- ----- ----- ----- -----

[FRONT SIDE OF PROXY AND VOTING INSTRUCTION CARD
FOR STREET NAME SHAREHOLDERS]

McDONALD'S CORPORATION
McDonald's Plaza
PROXY AND VOTING INSTRUCTION CARD Oak Brook, IL 60521

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF McDONALD'S
CORPORATION.

The undersigned, revoking any proxy previously given, appoint(s)
Michael R. Quinlan and Shelby Yastrow, or either of them, as proxies with
full power of substitution to vote as directed all shares the undersigned
is entitled to vote at the 1994 Annual Meeting of Shareholders of
McDonald's Corporation and AUTHORIZE(S) EACH TO VOTE AT THEIR DISCRETION
ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING, or any
adjournment thereof. McDONALD'S 1994 ANNUAL MEETING OF SHAREHOLDERS WILL
BE HELD AT THE LODGE ON McDONALD'S OFFICE CAMPUS, KROC DRIVE AND RONALD
LANE, OAK BROOK, ILLINOIS, AT 10:00 A.M. (CENTRAL TIME) ON MAY 27, 1994.

IF NO VOTING INSTRUCTIONS ARE GIVEN ON THIS CARD, MY (OUR) SHARES WILL BE
VOTED "FOR" THE ELECTION OF ALL NOMINEES AND "AGAINST" PROPOSAL 2.

[REVERSE SIDE OF PROXY AND VOTING INSTRUCTION CARD
FOR STREET NAME SHAREHOLDERS]

YOUR VOTE IS IMPORTANT.
PLEASE SIGN AND RETURN THIS CARD.

Check box to vote your shares
with the Board's recommendation. / /

If you do not check the box above, indicate
your vote below.

THE BOARD HAS NOMINATED AND RECOMMENDS
A VOTE FOR: James R. Cantalupo, Donald R. Keough,
Michael R. Quinlan, Paul D. Schrage, Ballard F. Smith
and B. Blair Vedder, Jr.

FOR ALL NOMINEES WITHHOLD
EXCEPT AS WRITTEN AS TO ALL
ON THE LINE BELOW NOMINEES

1. Election of Directors / / / /

-----------------------------------------------

The Board recommends a vote AGAINST Proposal 2.

FOR AGAINST ABSTAIN

2. Shareholder-proposed
CERES Principles / / / / / /

X
------------------------------

X Date
------------------------------ ----------------, 1994

Dates Referenced Herein and Documents Incorporated By Reference

This DEF 14A Filing	Date	Other Filings

	12/31/92
	1/1/93
	12/31/93	10-K, 10-K/A
	2/1/94
	3/28/94
Filed On / Filed As Of	4/14/94
For The Period Ended	5/27/94	8-K
	12/15/94
	12/31/94	10-K

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McDonalds Corp · DEF 14A · For 5/27/94

Filed On 4/14/94 · SEC File 1-05231 · Accession Number 63908-94-17

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents