Chipotle Mexican Grill 8-K 2024-06-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 06, 2024

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)						1-32731 (Commission File Number)						84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100

Newport Beach, CA 92660

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 524-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.01 per share			CMG			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Chipotle Mexican Grill, Inc. (“Chipotle”) held its 2024 annual meeting of shareholders on June 6, 2024 (“Annual Meeting”). At the Annual Meeting, Chipotle shareholders approved two amendments to Chipotle’s Amended and Restated Certificate of Incorporation (the “Charter”) to (1) to increase the number of authorized shares of common stock, par value $0.01 per share, from 230 million shares to 11.5 billion shares in connection with a 50-for-one stock split of Chipotle’s common stock, and (2) clarify that the Board of Directors, in certain circumstances and consistent with Delaware General Corporation Law, can amend the Charter without shareholder approval (collectively, the “Charter Amendments”). The Charter Amendments became effective upon Chipotle’s filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on June 6, 2024.

As previously announced, each Chipotle stockholder of record at the close of business on June 18, 2024 (the “Stock Split Record Date”) will receive, after the close of business on June 25, 2024, 49 additional shares for every one share held as of the Stock Split Record Date. Trading is expected to begin on a split-adjusted basis on June 26, 2024.

This description of the Charter Amendments is not complete and is qualified in its entirety by reference to the text of the Charter, as amended and restated, a copy of which is filed as Exhibit 3.01 to this Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting, 24,726,922 shares of common stock were represented in person or by proxy. The final voting results for each proposal are set forth below.

Election of Directors

1. Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term. There were 1,519,315 broker non-votes.

DIRECTOR NOMINEE			FOR			AGAINST			ABSTAIN
Albert Baldocchi			22,688,657			507,313			11,637
Matthew Carey			23,041,201			147,440			18,966
Gregg Engles			23,101,543			91,332			14,732
Patricia Fili-Krushel			22,837,695			354,206			15,706
Laura Fuentes			23,163,594			28,474			15,539
Mauricio Gutierrez			23,144,218			50,771			12,618
Robin Hickenlooper			23,008,371			185,333			13,903
Scott Maw			22,907,855			279,686			20,066
Brian Niccol			22,241,480			891,257			74,870
Mary Winston			22,906,781			285,300			15,526

Other Proposals

2. The shareholders approved, on a nonbinding, advisory basis, the compensation paid to Chipotle’s executive officers, as disclosed in the proxy statement.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
21,990,565			1,190,480			26,562			1,519,315

3. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Chipotle’s independent registered public accounting firm for the year ending December 31, 2024.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
23,676,459			1,033,543			16,920			N/A

4. The shareholders approved amendments to Chipotle’s Certificate of Incorporation to increase the number of authorized shares of common stock.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
24,575,721			129,870			21,331			N/A

5. The shareholders approved amendments to Chipotle’s Certificate of Incorporation to clarify the Board’s authority to make future amendments.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
23,114,772			73,651			19,184			1,519,315

6. The shareholders did not approve a shareholder proposal requesting an audit of safety practices.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
6,862,580			15,996,575			348,452			1,519,315

7. The shareholders did not approve a shareholder proposal requesting adoption of a non-interference policy.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
2,300,017			20,578,117			329,473			1,519,315

8. The shareholders did not approve a shareholder proposal requesting a report on adoption of automation.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
4,262,500			18,596,213			348,894			1,519,315

9. The shareholders did not approve a shareholder proposal requesting a report on harassment and discrimination statistics.

.

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
3,821,265			19,270,269			116,073			1,519,315

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

Exhibit Number						Exhibit Description
3.1						Restated Certificate of Incorporation of Chipotle Mexican Grill, Inc. dated June 6, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Chipotle Mexican Grill, Inc.
June 7, 2024			By:			/s/ Roger Theodoredis
						General Counsel & Chief Legal Officer