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Now Don Thompson will discuss McDonald’s performance and plans in a few moments, following the presentation of the proxy proposals.

The Board in its oversight role believes that Don and his leadership team are doing the right things to move McDonald's forward in today’s challenging environment. You can also be assured that your Board continues its commitment to good corporate governance and management oversight.

The Board is comprised of a diverse independent minded and experienced group of business leaders. All of whom remain committed to representing you and enhancing shareholder value.

So I am now pleased to introduce our Board of Directors. And as I introduce our individual members, please hold your response until everyone has been presented. In addition to Don Thompson and the Directors are, Susan Arnold, Operating Executive Global Consumer and Retail Group of the Carlyle Group and a nominee for election of this meeting.; Rob Eckert, Former Chairman and CEO of Mattel, Inc.; Rick Hernandez, President and CEO of Inter-Con Security Systems and non-executive Chairman of Nordstrom Inc.; Jeanne Jackson, President of Products and Merchandising for NIKE, Inc.; Rick Lenny, operating partner of Freidman, Fleischer & Lowe LLC, and a nominee for election at this meeting; Walter Massey, President of the School of the Art Institute of Chicago and a nominee for election at this meeting; Cary McMillan, CEO of True Partners Consulting and a nominee for election at this meeting; Sheila Penrose, Non-Executive Chairman of the Board of Jones Lang LaSalle, Incorporated and a nominee for election at this meeting; John Rogers, Chairman and CEO of Ariel Investments, LLC and a nominee for election at this meeting; Roger Stone, Chairman and CEO of KapStone Paper and Packaging Corporation and a nominee for election at this meeting and Miles White, Chairman and CEO of Abbott and a nominee for election at this meeting. I would like the directors to please stand and be recognized. We appreciate your service and your commitment.

Thanks to all of you. And we are also delighted to have with us today, retired Vice Chairman and CEO, Jim Skinner, Jim, we are so happy you are here today.

And I’ll now turn to Gloria Santona, our Corporate Secretary to describe our procedures.

Gloria Santona

Thank you, Andy. I can advise that a quorum of the company shares outstanding is present to conduct the meeting. The polls are open and we will close following the presentation of the proposals. Our order of events is as follows:

The Chairman will introduce each proxy proposal, and after all of the proposals have been presented; we will ask if anyone has any questions or comments on the proposals. So that as many shareholders as possible have an opportunity to speak, we ask that you limit any comments or questions to one proposal and to no more than one minute.

I also direct your attention to the rules of orders that are printed in your program. Following the presentation of all the proposals the Chairman will ask for a motion and a second on all the proposals at one time. If you have not already voted your shares and need a ballot please raise your hand and an usher will provide one to you. If you have already submitted your proxy, you do not need to vote by ballot. Broadridge Financial Solutions, the independent inspector of election receives and tallies all votes.

I will now turn the meeting back over to our Chairman for the presentation of the proposals.

Andy McKenna

Well, thank you, Gloria. So our first order of business is the election of Susan Arnold, Rick Lenny, Walter Massey, Cary McMillan, Sheila Penrose, John Rogers, Roger Stone and Miles White as directors.

The second proposal is an advisory vote on 2013 executive compensation. The third proposal is the Approval of Performance Goals for Awards under the McDonald’s Corporation 2009 cash incentive plan.

The fourth proposal is the approval of Ernst & Young as the company’s independent auditor for 2014. And the fifth proposal is an Advisory vote on the shareholder proposal.

So now, it is my pleasure to present Mr. Martin Glotzer who will present the proposals in two minutes or less, Mr. Glotzer?

Martin Glotzer

Thank you, Mr. Chairman. Our proposal is on the Proxy Statement on Page 45. That record indicates that I read the proposal and I read the reason and I have a few comments and that to sign the proponents I have the final say after anybody else makes the comment. The number first thing we want to thank all the shareholders to take the time to vote on this proposal, but especially to ones who voted yes.

The second I made, that they make in a lot of shareholders meetings that proponents of shareholder proposals are the distinctive advantage, they don’t have the funds, people with lot of funds that the management uses to solicit those votes.

We believe that if the proponents had access to the management’s funds, company funds, the percentage of our votes will be more increased possibly voting for approval where the distinctive advantage and I believe in time the rules of the SEC will be changed so that proponents have access to company funds that make it an equal playing field. Thank you.

Andy McKenna

Thank you, Mr. Glotzer. Are there any questions or comments on any of these proposals?

Sriram Madhusoodanan

My name is Sriram Madhusoodanan. I am with Corporate Accountability International. I have a question related to the advisory board on 2013 executive compensation. As you know, we work with thousands of parents, health professionals, educators and communities who demand an end to McDonald’s abusive practices that devastate children’s health and disregards social justice.

Year-after-year, you tried to deflect this growing concern with halfhearted – and year-after-year we are telling you it’s not enough. This corporation prioritizes profit over people whether it’s predatory marketing to kids and in communities that already see soaring rates of diet-related disease, undermining your workers are driving the slew of abuses throughout the food system.

For instance, while you choose to spend billions on athletic sponsorships and other marketing tactics to hook more kids on junk food, increase executive compensation, many of your employees can barely make a meat on poverty wages. When will this corporation commit to ending the on-flood of abuses that harm its workers, children, and our communities?

Andy McKenna

Thank you for your comments. Are there any further questions?

Martin Glotzer

Yes, Mr. Chairman.

Andy McKenna

Mr. Glotzer.

Martin Glotzer

I was talking on the election of directors.

Andy McKenna

Yes, sir.

Martin Glotzer

The question request to directors, actually since the shares are fortunately above $100, we make a request that the board of directors consider splitting the stock. Thank you.

Andy McKenna

Thank you, Mr. Glotzer.

Unidentified Participant

Yes, I have a question. My name is Kacey Hynes [Ph] and I am a mother from Lexington, Kentucky. I am here to address proxy proposal number one. The election of director of nominees, with a family history of Type-2 diabetes, it’s an important to prevent my children from getting on fast food and sugary drinks.

We don’t eat at McDonald’s, but that’s not enough when Ronald McDonald is the Joe Camel of fast food. I can and I do turn off the ads at home that parents like me are undermined when we used to go to market with kids and reach them behind our backs. Fast food fundraisers and Ronald McDonald in migrates are examples of marketing massive than other ones that I’ve seen in my community.

There is a movement at all levels of government to make our classrooms and places where kids are bombarded by junk food brands. What will you do to stop undermining public health advocates, parents and elected officials who are working to make schools free at fast food marketing?

Andy McKenna

Okay, thanks. That question will be – you can direct during our business section.

Unidentified Participant

I would like to know for the voting on the election of director nominees before we make that vote.

Andy McKenna

Don, would you like to respond to that?

Don Thompson

Thanks for the question, Kacey. And hopefully we will get a chance to address some of these in the business session as well. And I’d like to maybe address the last two points, both together. At McDonald’s we are not as was mentioned predatory or out focused on marketing to kids alone.

As a matter of fact, if you look at all of our marketing, Ronald McDonald which will come up I’m sure, has been an ambassador for the Ronald McDonald House Charities for years and years. When it comes to the marketing that we do, if you watch our marketing, we have had a commitment with the food and beverage initiative, we’ve got a commitment with the Clinton Global initiative and what we were tempted to do is to try to make sure that we are including food within our meals and in our advertising that is enhancing fruits and vegetables, particularly fruits, particularly apples.

You’ll hear some more about this later with our yogurt penetration, relative to what we are trying to do. We have made some very substantial moves in this arena. As a parent, the other thing that I sometimes hear is, you guys are predatory – certain individuals. As a parent we wouldn’t do that, not only that, but we are people. We do have values at McDonald’s and all of us are parents.

And so, for those who have challenges with our menus or the choices, that we’d love to hear the feedbacks and we’ll do everything we can to try to address those as we look at the menu pipeline and portfolio, but we’ve been very, very responsible and actually if you look in a broader context.

We’ve been one of the strongest movers relative to moving forward nutrition whether it be dairy, whether it be relative to apples, whether it be relative to our actual happy meal advertising. And so we are going to continue to do those things and we will continue to market responsibly to whomever it is that we market to.

And everyone should understand and know that and that is the commitment by not only myself, it’s also by our entire Board. We discuss this and by our senior leadership team. So appreciate the questions, appreciate the concern and when it is a genuine concern as it has been stated, we want to have to be part of a solution. So those who might state in a slightly different way, you can have some dialogue with some of our folks post the meeting as well.

Andy McKenna

Don, thank you.

Unidentified Participant

I have a question on for directed at the proposed board member, number one. I am a mother of three small children and professional blogger. I’d had a love at care with McDonald’s since I was a younger. My meal of choice was the cheese burger happy meals, I am sure guys get it.

But, when I was a little girl, I associated happy meal with happiness and as a child, that led me to an adult and I blew up all the way to a size 22 which is about 100 pounds heavier than I am today. The day I swore off McDonald’s and soda was my first step in retaining my health.

I did so, because I wanted my children to have a better healthier future. But my battle with McDonald’s didn’t stop at my refusal to eat at or feat it to my family. Don Thompson, Board Member, you are marketing to my children without my consent on websites with illegal characters and even with their school report cards.

My children are too young to understand what marketing is. So as you continue to bombard them through their peers, television, the internet, schools and public spaces, I fear eventually.

Andy McKenna

I am – I must interrupt you.

Unidentified Participant

I am going to ask a question, I am right there in seconds and the reason of classroom marketing that would assume my question is…

Andy McKenna

Yes, okay.

Unidentified Participant

Here is my question.

Andy McKenna

Go.

Unidentified Participant

My question is, since I don’t have the upper hand, you guys do as backed up by research, why don’t you guys can shut down happymeal.com?

Andy McKenna

Thank you for your comment. Okay, if there are no further questions, is there a motion to move on all of the proposals? Your Board of Directors recommends the vote in favor of the election of all director nominees and in favor of the other management proposals. And the Board recommends the vote against the shareholder proposal.

The reasons for the Board’s recommendations are outlined in the Proxy Statement. If you are voting at the meeting, please complete and sign your ballot and motion for an usher to collect it. And if you have questions in the general Q&A session, with done and that you have not yet submitted please hand those to the ushers as well.

Again if you have already submitted your proxy, you will not need to vote by ballot. The polls are now closed. And I will now turn the meeting over to Don Thompson for remarks on McDonald’s’ business.

I also want to take this opportunity to thank Don for his strong leadership and his passion for the brand. Don is a tireless champion for McDonald’s who epitomizes integrity and always doing the right thing for our business, our people and our customers. Ladies and gentlemen, Don Thompson.

Don Thompson

Well, thank you, Andy for that kind introduction. Since, we’ve already been off to a quieter start, Andy to you. You are just a true partner to me. So all of our senior leadership team to all of us McDonald’s, you are trusted advisor to us and I want to thank you.

I really, really want to thank you for all of your support. Also to our Board of independent directors for your outstanding guidance that you give us and the insight that you bring, you all are truly tremendous and you do that on behalf of this brand and our shareholders, and for that, we appreciate and salute you as well.

So all of our shareholders that are here with us today, I want to let you know how much we appreciate you for being here. I know that we have a few extra folks outside. Thank you for your patience. I also want to thank you for your investment and your confidence in McDonald’s.

I’d like to begin by recognizing our senior management team; please hold your response until everyone has been introduced. On stage with Andy and me are Pete Bensen and Gloria Santona. The team also includes Jose Armario, Executive Vice President of Global Supply Chain, Restaurant Development and Franchising; Bridget Coffing, Steve Easterbrook, Senior Executive Vice President and Chief Brand Officer, Rich Floersch, our Executive Vice President and Chief Human Resources Officer; Doug Goare, President of McDonald's Europe; J.C. Gonzalez-Mendez, Senior Vice President of Global Corporate Social Responsibility, Sustainability and Philanthropy; Erik Hess, Senior Vice President Consumer and Brand Strategy; Dave Hoffman, President of McDonald's Asia-Pacific, Middle East and Africa; Ken Koziol, our Executive Vice President and Chief Restaurant Officer; Adam Kriger, Senior Vice President of Corporate Strategy; Atif Rafiq Senior Vice President and Chief Digital Officer, Jim Sappington, our Senior Vice President and Chief Information Officer and Jeff Stratton, President of McDonald's USA. I would like to recognize, Tim Fenton who will be retiring after 41 years at McDonald’s. Tim has been a partner to me and to all of us. He started his crew and most recently served as the company’s Chief Operating Officer. McDonald’s has benefited tremendously Tim, from your experience, from your expertise, from your global knowledge and your proven track record of success. You will certainly be missed buddy, you will be missed.

So, if I could, I’d like to ask all of those members of the senior management who are here today to stand and please be recognized.

At McDonald's we are proud to serve about 70 million guests in 120 countries around the world every day. Everything that we do begins and ends with the customer. That’s why our system works together to serve great tasting food and beverages. To always be convenient and affordable. To provide opportunities that open doors and to be a good neighbor in our local communities around the world.

The McDonald’s system of owner operators and our supplier and agency partners and company employees is intensely focused on more intimately knowing, satisfying and connecting with our customers. Our owner operators are one of the world’s largest networks of independent businessmen and women. Collectively, they own and operate more than 80% of our restaurants around the world and about 90% of our restaurants here in the United States.

In addition to our owner operator our outstanding network of suppliers enables us to deliver safe, high quality products to more than 35,000 restaurants every day. And our communications and marketing agency partners help us to responsibly and appropriately share the McDonald’s story.

We are also proud of the approximately 1.8 million employees who make the difference on behalf of our brand every single day for the company and our franchisees. They are the ones who make those all-important connections with our customers the ones who create memorable experiences day in and day out. McDonald’s is often a first job for many that are entering the workforce. In our company-owned U.S. restaurants which is a microcosm of the overall McDonald’s landscape.

About one-third of our employees are ages 16 to 19. Nearly, 60% of our hourly employees are 24 years of age or younger. And about 70% of our workforce is part-time, many of whom are just getting started. We are proud that we and our franchisees provide training and resources that help open the doors of opportunity that many of us have been blessed to experience.

So whether through courses at our seven Hamburger University locations around the world that count to a transferable college credit, whether it’s our English Under the Arches Curriculum that has helped more than 2400 supervisors and managers gain proficiency in English and more importantly confidence in being a business leader or the efforts of McDonald’s and its franchisees to actively recruit veterans as part of our ongoing commitment to the Joining Forces Coalition led by First Lady Michelle Obama and Dr. Joe Biden.

There is no better testament to McDonald’s commitment to employees and the fact that in the U.S. alone, almost 50% of our general managers in our company-operated restaurants started as hourly employees. So did about 60% of our owner-operators some of whom are second or the third generation to work in their family businesses.

What’s more, we are consistently recognized as the best place to work in many countries around the world. Offering opportunity is a part of the McDonald’s heritage, it’s part of who we are and something that we are passionate about doing and something that I am very, very proud to share with all of you.

In 2013, we increased global comparable sales by 0.2% and improved system-wide sales by 3% both in constant currencies. We also grew operating income 3% and delivered 4% growth in diluted earnings per share, both in constant currencies. Additionally, we returned $4.9 billion to shareholders through dividends and share repurchases.

And while some results fell short of our expectations, amid challenging dynamics, we remain confident in the underlying strength of our system. Our long-term performance is truly a testament to our unique and resilient business model. Our talented and aligned system and our broad and deep experience is in many different operating environments around the world.

The potential to continue growing our brand and driving enduring profitable growth is significant, both in the short and in the long-term. We have evolved the framework for our client to win to even more strongly emphasize our commitment to leading with the customer as we strive to create experiences that our customers will notice, that our customers will appreciate and that they will feel good about rewarding us with their business.

We will continue to build on our core McDonald’s strengths. As we remain focused on those strategic growth priorities that support what our customers want most from us. And that’s providing their favorite food and drinks, creating memorable experiences for them, offering unparalleled convenience and being a trusted brand.

Our first strategic priority is about food and drinks and being our customers’ favorite. Our customers want to feel good about the great tasting food and beverages that they can get at McDonald’s. You see, we are a true restaurant at McDonald’s. Every day, we cook and prepare beverages.

Yes, we actually cook in our restaurants, burgers, chicken, fries, we crack eggs, we toast muffins, we make salads with fresh vegetables. When you are in our kitchens, you feel the energy. You smell the coffee brewing and the meat on the grill and whether it’s classic favorites like our Quarter Pounder or Egg McMuffin or fresh new choices like our McGrath or McCafe beverages, we are committed to providing choice and variety for every taste for our customers.

Our second strategic growth priority creating memorable experiences reflects that life truly does happen in McDonald’s. It’s about being easy, fast, accurate and friendly and delivering the consistent quality services and cleanliness along with the value that our customers are going to expect.

It’s also about a more relevant and meaningful way to engage with our customers and it’s about being an even greater part of their daily lives and sharing that warm personal experience that evokes our fun and youth of spirit at McDonald’s. You see that’s the essence of McDonald’s and it’s the heart and soul of our brand that always has been.

Our third strategic growth priority is offering unparalleled convenience. It’s about making an easy and affordable for our customers to enjoy McDonald’s their way, whatever that might be, that’s why our restaurants are open longer in more markets and while we continue to strategically open new restaurants while refreshing and re-imaging our existing restaurants.

Now, earlier this year, we opened our first restaurant in Vietnam and I have to tell you haven’t been there, it was electric. The passion that we have for the brand and our customers and the commitment we have to them there is nothing like it. You can feel it all over the system from our newest locations in markets as far away as Vietnam through our owner-operated in mature markets like the United States and across the globe.

Being convenient also means that we must engage with our customers wherever they are in the world. It’s the reason we created a global digital function last year led by Atif, and empower this team to develop a more cohesive approach to our digital strategy and execution across the system.

More than ever, we are leveraging the great digital work that’s already happening around the world in places like France, Australia, Denmark, and also in Sweden. For order kiosks, mobile ordering and one-to-one consumer engagement, we are creating increasingly more personal dialogues with our customers and making McDonald’s even more assessable in ways that already resonate with our customers.

And finally, our commitment to being a trusted brand. I am very proud of this one. We do more than serve delicious food at McDonald’s. We also stand for making a positive difference. We provide real jobs that lead to real careers and we stand for opportunities.

We make a difference in our communities and for the world at large and we know that our business and our brand are inextricably linked. And we believe that making a positive difference contributes to overall success. At McDonald’s, collaboration with a wide range of experts and NGOs has been and continues to be a key to our progress.

One prime example is our collaboration with the global round table on sustainable beef. Another one is the worldwide life fund and others in the industry to advance the sourcing of sustainable beef. Thank you all back there.

So, back on sustainable beef, few global companies have such an awesome opportunity and a responsibility as we do at McDonald’s. This fall, our charity of choice Ronald McDonald House Charities will be celebrating our 40 th anniversary.

That is from one house in Philadelphia in 1974. Ronald McDonald’s has charities that grown to 336 Ronald McDonald’s houses, 200 Ronald McDonald’s family rooms, 51 Ronald McDonald’s care mobile, rest the non-profit organization that also focuses on the needs of children and scholarship to students across the United States.

Every year, Ronald McDonald House charities make the real difference in seven billion children and families around the world. And while our business maybe one of the more well-known ways in which McDonald’s supports communities, it’s not the only way.

Last year, we also announced a powerful global partnership as I mentioned earlier with the Alliance for a Healthier Generation, which is founded by the American Heart Association and the Clinton Foundation.

These are both organizations that have really taken the time to get to know our brand the truth about our brand and what we actually stand for in communities around the world. We are committed to increasing customers’ access to fruits and vegetables in 20 of our top markets which represent more than 85% of our global sales.

Combining forces with the Clinton Foundation means, we can make an even more substantial and positive impact on families and children while we continue to grow our business. To underscore the importance of this new relationship, let’s take a look at what former U.S. President Bill Clinton had to say about our commitments last fall.

[Commercial Break]

At McDonald’s many people have seen the signs and say billions and billions served in the past. We don’t have those signs anymore. But today, we talk about billions and billions served in this no longer just hamburger, it’s about fruit, it’s about vegetables and other choices as well.

There are farmers and ranchers and fishermen and they are critical part of our success and our supply chain and as great chef will tell you good food starts with great ingredients. That’s why we are proud to buy many of our ingredients from the same family farmers and food suppliers that many of you do in the grocery store including beef, chicken, strawberries, potatoes, coffee and crisp Michigan apples.

In fact, with us here today are Mike and Lorraine Dietrich from Dietrich Orchards. This is the sixth generation family farm and one of several Michigan orchards that supply us more than 20 million pounds of apples for McDonald’s happy meals every single year. Mike and Lorraine, I know you are here. Thanks so much for all that you guys are doing.

In fact, since we began and made our commitment relative to happy meals, and we began automatically including apple slices in every happy meal and mighty kids meals, we provided at McDonald’s more than 1.1 billion bags of apple slices to our youngest guests. Again, thanks Mike and Lorraine, we appreciate you.

Our U.S. business also recently announced the beginning of this summer, we will offer a new choice in our happy meals and our mighty kid’s meals, Go-GURT low fat strawberry yogurt. Now this is made exclusively for McDonald’s and this tasty new offering on our menu has 25% less sugar than the leading kid’s yogurt.

In addition, McDonald’s new happy meal character happy and he really is a happy character. He is not scary, we meet every nine and chit chat a little bit, but happy does represents fun and wholesome food and beverages of choices.

Happy will promote the consumption of fruit, vegetables, low-fat dairy and water or juices. Happy is also a great advocate for fun fruits and vegetables everywhere from France to Latin America and he has been that way for several years now. So we are really glad that Happy is now coming to the United States as well to help us in our efforts.

Our commitment to being a trusted brand is all about knowing what’s important to our customers and understanding other priorities in line with those things that are most important to us and our shareholders. In fact, we launched our first global social responsibility and sustainability framework last month as well.

The framework is organized around five key pillars, food, sourcing, people, planet and communities. These five pillars are most important to our business and they matter most to our customers. We are determined to keep doing more at McDonald’s. We have an incredible iconic brand that we will continue to leverage as we accelerate our growth and deliver the most meaningful impact for our customers and our business and for our shareholders.

And we are committed to doing this in an even more focused way as we strive to achieve our brand ambitions of serving good food through good people and while being a good neighbor. So providing our customers’ favorite food and drinks, creating memorable experiences, offering unparalleled convenience and being embraced as a trusted brand.

These are McDonald’s top priorities. As I look forward, I am even more energized by our opportunities to become an increasingly relevant and memorable part of our customers’ daily lives.

And I am more confident than ever in our ability to grow our business as we continue to strengthen the connection that we have with our customers. I want to thank you all, all again for your investment and your confidence in McDonald’s. And now I’d like to bring our Board Chairman, Andy McKenna back to the podium.

Andy McKenna

Thank you, Don. We have received the preliminary voting results from an independent inspector of election. Final results will be posted on McDonald’s website after all the votes have been tallied and certified. The preliminary results are as follows: shareholders have elected each of the director nominees with the support of at least 96.4% of the shares voted. Shareholders have approved the management proposal related to an advisory vote on executive compensation with the support of 93.5% of the shares voted.

The shareholders have approved the Performance Goals Awards under the company’s 2009 cash incentive plan with the support of 96.9% of the shares voted. Shareholder have approved Ernst & Young as the company's independent auditor for 2014 with the support of 98.8% of the shares voted.

On the advisory shareholders proposal requesting the ability for shareholders to act by written consent has not been approved by shareholders receiving the support of 41.7% of the shares voted.

So thank you all again for your investment and support of McDonald’s. The Annual Meeting is now adjourned. And at this time, I would ask Don to come back up and lead a general question and answer session for the next 20 minutes. Don?

Earnings Call Part 2:

• Q&A with McDonald's Corporation CEO