Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 11, 2009, the Compensation Committee of the Board of Directors (the "Committee") of McDonald's Corporation (the "Company") approved grants of restricted stock units, or "RSUs," under the Company's Amended and Restated 2001 Omnibus Stock Ownership Plan, as amended (the "Plan") to certain of the Company's executive officers named in the Company's most recent proxy statement who are eligible to receive awards under the Plan, specifically, Messrs. Skinner, Alvarez and Fenton.

The RSUs cliff vest after three years, subject to a performance-based vesting condition linked to the level of compounded annual growth in diluted earnings per share, or "EPS," achieved by the Company during the three-year vesting period. The EPS target approved by the Committee for the RSUs is 6% compounded annual EPS growth. If less than 1% compounded growth is achieved, none of the RSUs will vest. If EPS growth is at or above the 1% threshold but below the 6% target, a portion of the awards will vest in proportion to the level of EPS growth achieved.

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