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Filed
by: McDonald’s Corporation
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Pursuant
to Rule 425 under the Securities Act of 1933
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Subject
Company: McDonald’s Corporation
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Commission
File
No.: 333-137177
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If
you are an eligible McDonald’s shareholder,
we
expect that you will soon receive materials in connection with the
exchange offer.
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The
materials (a prospectus and certain ancillary documents) will outline
steps you can take if you wish to participate in the exchange of
any of
your McDonald’s shares for Chipotle class B common stock, and timing of
those steps. If you’re not interested in tendering any of your shares of
McDonald’s stock for Chipotle stock, there will be nothing you need to
do.
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You
should read the materials carefully to understand the transaction
and your
options. The prospectus you receive will include instructions about
how to
call Georgeson Inc. (the information agent for the exchange offer)
if you
have any questions about the exchange
offer.
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Eligible
McDonald’s shareholders are those who own McDonald’s stock.
For
example, you may have shares of stock in a brokerage account (including
with Merrill Lynch resulting from stock options you have exercised
or
restricted stock units (RSUs) that have vested); or you may own shares
through the MCDirect Shares program. Conversely, unexercised stock
options
or unvested RSUs are not eligible to participate in the exchange
offer.
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It
is up to you to read the information related to the exchange offer
and
decide what you would like to do. No one at McDonald’s, the information
agent or anyone else involved in the exchange offer, can give you
any
investment or tax advice. As with any other investment decision,
you
should talk with your financial
advisor.
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In
terms of our benefits and pay programs that involve McDonald’s stock, here
are a few key things to
know:
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The
exchange offer should not have any impact on your unexercised stock
options or RSUs.
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For
McDonald’s stock held in our Profit Sharing and Savings Plan, an
independent fiduciary will decide
whether or not the Plan as a whole should participate in the split-off
transaction and tender any McDonald’s stock held in the Plan in exchange
for Chipotle stock. If it does, the fiduciary will also decide when
the
Chipotle stock should be sold and the proceeds reinvested in McDonald’s
stock. There
is nothing that Plan participants need to do in connection with any
McDonald’s stock you hold in your account(s) in the
Plan.
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There
is no impact to the Supplemental Profit Sharing and Savings Plan
or the
Excess Benefit and Deferred Bonus Plan. These
non-qualified plans are unfunded and do not own any McDonald’s stock.
Thus, participants in these Plans do not have any shares of McDonald’s
stock they can tender.
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McDonald’s
Service Center (general questions about our plans):
877-623-1955
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Hewitt
(Profit Sharing and Savings Plan and non-qualified plans):
877-469-4015
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Merrill
Lynch (stock options, RSUs):
877-785-6787
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Computershare
(MCDirect Shares): 800-621-7825
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