On January 9, 2023, the SEC instituted cease-and-desist proceedings against Stephen J. Easterbrook and McDonald's stating: "McDonald’s terminated its former CEO, Stephen J. Easterbrook, after finding that he had exercised poor judgment and engaged in an inappropriate personal relationship with a McDonald’s employee in violation of corporate policy. . . . In its Definitive Proxy Statement filed after Easterbrook’s separation, McDonald’s disclosed that it had terminated Easterbrook “without cause” and described the terms of his separation agreement, including, among other things, his right to certain unvested equity-based compensation. In violation of Section 14(a) of the Exchange Act and Rule 14a-3 thereunder, McDonald’s failed to disclose that it exercised discretion in terminating Easterbrook “without cause” under the relevant compensation plan documents after finding that he violated corporate policy, allowing Easterbrook to retain certain equity-based compensation that would have been forfeited if the company had terminated him for cause."