McDonalds 2013 Annual Report Download - page 54

46 | McDonald’s Corporation 2013 Annual Report
ITEM 9. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure
None.
ITEM 9A. Controls and Procedures
DISCLOSURE CONTROLS
An evaluation was conducted under the supervision and with the
participation of the Company’s management, including the Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of
the effectiveness of the design and operation of the Company’s
disclosure controls and procedures as of December 31, 2013.
Based on that evaluation, the CEO and CFO concluded that the
Company’s disclosure controls and procedures were effective as
of such date to ensure that information required to be disclosed in
the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms.
INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management, including the CEO and CFO,
confirm that there was no change in the Company’s internal
control over financial reporting during the quarter ended
December 31, 2013 that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over
financial reporting.
MANAGEMENT’S REPORT
Management’s Report and the Report of Independent Registered
Public Accounting Firm on Internal Control Over Financial
Reporting are set forth in Part II, Item 8 of this Form 10-K.
ITEM 9B. Other Information
None.
PART III
ITEM 10. Directors, Executive Officers and
Corporate Governance
Information regarding (i) directors and the Company’s Code of
Conduct for the Board of Directors and (ii) its Standards of
Business Conduct, which applies to all officers and employees, is
incorporated herein by reference from the Company’s definitive
proxy statement, which will be filed no later than 120 days after
December 31, 2013. We will post any amendments to or any
waivers for directors and executive officers from provisions of the
above-referenced documents on the Company’s website at
www.governance.mcdonalds.com.
Information regarding all of the Company’s executive officers
is included in Part I, page 7 of this Form 10-K.
ITEM 11. Executive Compensation
Incorporated herein by reference from the Company’s definitive
proxy statement, which will be filed no later than 120 days after
December 31, 2013.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
The following table summarizes information about the Company’s equity compensation plans as of December 31, 2013. All outstanding
awards relate to the Company’s common stock. Shares issued under all of the following plans may be from the Company’s treasury, newly
issued or both.
Equity compensation plan information
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Plan category (a) (b) (c)
Equity compensation plans approved by security holders 26,920,043 (1) $ 70.14 46,006,762
Equity compensation plans not approved by security holders 197,372 (2) 35.15
Total 27,117,415 $ 69.88 46,006,762
(1) Includes 21,144,095 stock options and 1,072,450 restricted stock units granted under the McDonald’s Corporation 2001 Omnibus Stock Ownership Plan and
3,744,100 stock options and 959,398 restricted stock units granted under the McDonald's Corporation 2012 Omnibus Stock Ownership Plan.
(2) Includes 197,372 stock options granted under the 1992 Stock Ownership Plan.
Additional matters incorporated herein by reference from the Company’s definitive proxy statement, which will be filed no later than
120 days after December 31, 2013.