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1. All Financial statements
Consolidated financial statements filed as part of this report are listed under Item 8. “Financial Statements and Supplementary Data.”
2. Financial statement schedules
No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.
3. Exhibits
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| CHIPOTLE MEXICAN GRILL, INC. | | |
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| By: | | /s/ JOHN R. HARTUNG |
| Name: | | John R. Hartung |
| Title: | | Chief Financial Officer |
Date: February 4, 2015
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steve Ells, Montgomery Moran and John Hartung, and each of them, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | Date | | Title |
| /S/ STEVE ELLS Steve Ells | | February 4, 2015 | | Co-Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) |
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| /S/ MONTGOMERY F. MORAN Montgomery F. Moran | | February 4, 2015 | | Co-Chief Executive Officer (principal executive officer) |
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| /S/ JOHN R. HARTUNG John R. Hartung | | February 4, 2015 | | Chief Financial Officer (principal financial and accounting officer) |
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| /S/ ALBERT S. BALDOCCHI Albert S. Baldocchi | | February 4, 2015 | | Director |
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| /S/ JOHN S. CHARLESWORTH John S. Charlesworth | | February 4, 2015 | | Director |
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| /S/ NEIL W. FLANZRAICH Neil W. Flanzraich | | February 4, 2015 | | Director |
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| /S/ PATRICK J. FLYNN Patrick J. Flynn | | February 4, 2015 | | Director |
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| /S/ DARLENE J. FRIEDMAN Darlene J. Friedman | | February 4, 2015 | | Director |
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| /S/ KIMBAL MUSK Kimbal Musk | | February 4, 2015 | | Director |
EXHIBIT INDEX
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| Exhibit Number | | Description of Exhibit |
| 3.1 | | Amended and Restated Certificate of Incorporation.(1) |
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| 3.2 | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Chipotle Mexican Grill, Inc.(2) |
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| 3.3 | | Amended and Restated Bylaws.(3) |
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| 4.1 | | Form of Stock Certificate for Shares of Common Stock.(4) |
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| 10.2† | | Amended and Restated Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan.(6) |
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| 10.2.2† | | Form of 2008 Stock Appreciation Rights Agreement.(8) |
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| 10.2.3† | | Form of 2009 Stock Appreciation Rights Agreement.(9) |
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| 10.2.4† | | Form of 2011 Stock Appreciation Rights Agreement.(6) |
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| 10.2.5† | | Form of 2011 Performance-Based Stock Appreciation Rights Agreement.(6) |
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| 10.3† | | Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan.(10) |
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| 10.3.1† | | Form of Board Restricted Stock Units Agreement.(11) |
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| 10.3.2† | | Form of Performance Share Agreement.(5) |
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| 10.3.3† | | Form of Stock Appreciation Rights Agreement.(12) |
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| 10.3.4† | | Form of Performance-Based Stock Appreciation Rights Agreement.(12) |
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| 10.3.5† | | Amendment No. 1 to Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan.(4) |
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| 10.4 | | Amended and Restated Registration Rights Agreement dated January 31, 2006 among Chipotle Mexican Grill, Inc., McDonald’s Corporation and certain shareholders.(13) |
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| 10.5† | | Board Pay Policies.(14) |
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| 10.6† | | Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan.(7) |
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| 10.6.1† | | Amendment No. 1 to Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan.(15) |
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| 10.6.2† | | Amendment No. 2 to Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan.(16) |
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| 10.7† | | Form of Director and Officer Indemnification Agreement.(17) |
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| 10.8† | | Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan.(4) |
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| 10.9† | | Chipotle Mexican Grill, Inc. 2014 Cash Incentive Plan.(2) |
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| 21.1 | | Subsidiaries of Chipotle Mexican Grill, Inc. |
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| 23.1 | | Consent of Ernst & Young LLP (as the independent registered public accounting firm of Chipotle Mexican Grill, Inc.). |
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| 24.1 | | Power of Attorney (included on signature page of this report). |
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| 31.1 | | Certification of Chairman and Co-Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.2 | | Certification of Co-Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 31.3 | | Certification of Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1 | | Certification of Co-Chief Executive Officers and Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 101 | | The following financial statements, formatted in XBRL: (i) Consolidated Balance Sheet as of December 31, 2014 and December 31, 2013, (ii) Consolidated Statement of Income and Comprehensive Income for the years ended December 31, 2014, 2013 and 2012, (iii) Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2014, 2013 and 2012, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012; and (v) Notes to the Consolidated Financial Statements. |
| †- | denotes management contract or compensatory plan or arrangement. |
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| (1) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on December 16, 2009 (File No. 001-32731). |
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| (2) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the Securities and Exchange Commission on July 19, 2013 (File No. 001-32731). |
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| (3) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2009 (File No. 001-32731). |
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| (4) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 10, 2012 (File No. 001-32731). |
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| (5) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2008 (File No. 001-32731). |
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| (6) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission on February 17, 2011 (File No. 001-32731). |
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| (7) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission on February 23, 2007 (File No. 001-32731) |
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| (8) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission on February 26, 2008 (File No. 001-32731) |
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| (9) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on February 19, 2009 (File No. 001-32731). |
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| (10) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2011 (File No. 001-32731). |
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| (11) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the Securities and Exchange Commission on July 22, 2014 (File No. 001-32731). |
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| (12) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the Securities and Exchange Commission on April 20, 2012 (File No. 001-32731). |
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| (13) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities and Exchange Commission on March 17, 2006 (File No. 001-32731). |
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| (14) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the Securities and Exchange Commission on April 17, 2014 (File No. 001-32731). |
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| (15) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 1, 2007 (File No. 001-32731). |
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| (16) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, filed with the Securities and Exchange Commission on October 31, 2007 (File No. 001-32731). |
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| (17) | Incorporated by reference to Chipotle Mexican Grill, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2007 (File No. 001-32731). |
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