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

On June 14, 2012, the Compensation Committee (the "Committee") of the Board of Directors of McDonald's Corporation (the "Company") granted stock options to Donald Thompson, President and Chief Operating Officer, in connection with Mr. Thompson's promotion to President and Chief Executive Officer, effective July 1, 2012. The grant was made pursuant to the terms and conditions of the Company's 2012 Omnibus Stock Ownership Plan. The grant will become effective as of June 29, 2012 (the "Effective Date") and is contingent upon Mr. Thompson assuming the role of President and Chief Executive Officer on July 1, 2012.

The number of shares subject to the stock options Mr. Thompson was granted will be determined by dividing $3,000,000 by twenty percent (20%) of the fair market value of a share of Company stock (the "Fair Market Value") on the Effective Date and rounding up to the nearest whole number of shares. Each stock option will have an exercise price equal to the Fair Market Value on the Effective Date. The stock options become exercisable in four equal installments on each of the first four anniversaries of the Effective Date, contingent upon Mr. Thompson's continued employment by the Company on each such vesting date, and expire on the tenth anniversary of the Effective Date.

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