Chipotle Mexican Grill Files 8-K on Shareholder Votes & Exhibits

TL;DR

CMG filed an 8-K for shareholder votes and exhibits - standard stuff.

AI Summary

On June 6, 2024, Chipotle Mexican Grill, Inc. filed an 8-K report detailing the submission of matters to a vote of security holders and the filing of financial statements and exhibits. The company, incorporated in Delaware with its principal executive offices in Newport Beach, CA, is a publicly traded entity in the retail-eating places sector.

Why It Matters

This filing indicates routine corporate governance activities, including shareholder voting and the submission of financial information, which are standard procedures for publicly traded companies.

Risk Assessment

Risk Level: low — The filing pertains to routine corporate governance and financial reporting, not a material event that would significantly impact the company's operations or stock price.

Key Numbers

• 001-32731 — SEC File Number (Chipotle's SEC filing identifier)
• 84-1219301 — IRS Employer Identification No. (Chipotle's tax identification number)

Key Players & Entities

• CHIPOTLE MEXICAN GRILL, INC. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• June 06, 2024 (date) — Date of earliest event reported
• 610 Newport Center Drive, Suite 1100, Newport Beach, CA 92660 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share CMG New York Stock Exchange

Filing Documents

• cmg-20240606.htm (8-K) — 73KB
• exh31-restatedcertificateo.htm (EX-3.1) — 46KB
• 0001058090-24-000024.txt ( ) — 259KB
• cmg-20240606.xsd (EX-101.SCH) — 2KB
• cmg-20240606_lab.xml (EX-101.LAB) — 23KB
• cmg-20240606_pre.xml (EX-101.PRE) — 13KB
• cmg-20240606_htm.xml (XML) — 3KB

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

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.

07 Submission of Matters to a Vote of Security Holders

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

01 Financial Statements and Exhibits

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

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View this 8-K filing on SEC EDGAR