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

On May 12, 2009, the Compensation Committee of the Board of Directors (the "Committee") of McDonald's Corporation (the "Company") approved a grant of equity incentives, including restricted stock units, or "RSUs," under the Company's Amended and Restated 2001 Omnibus Stock Ownership Plan (the "Plan") to Mr. Denis Hennequin, a "named executive officer" in the Company's most recent proxy statement.

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 RSUs will vest in proportion to the level of EPS growth achieved.

Mr. Hennequin's grant of RSUs was effective on the same date as grants to other employees residing in France.

---