Chipotle Files Proxy Statement Supplement

TL;DR

CMG proxy update filed. Shareholders get more info for the meeting.

AI Summary

Chipotle Mexican Grill, Inc. filed a DEFA14A, which is a supplement to its definitive proxy statement. This filing updates information previously provided to shareholders regarding the company's annual meeting. The supplement was filed on May 3, 2024, and relates to the company's proxy materials for the upcoming shareholder meeting.

Why It Matters

This filing provides shareholders with updated information relevant to their voting decisions at the upcoming annual meeting, ensuring transparency and informed participation.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) that supplements existing proxy materials, indicating no new or unusual risks.

Key Players & Entities

• CHIPOTLE MEXICAN GRILL INC (company) — Registrant
• 0001140361-24-024115.txt (document) — Filing identifier
• 20240503 (date) — Filing date

FAQ

Filing Documents

• ef20028424_formdefa14a.htm (DEFA14A) — 19KB
• proxy1.jpg (GRAPHIC) — 66KB
• proxy2.jpg (GRAPHIC) — 156KB
• proxy3.jpg (GRAPHIC) — 170KB
• 0001140361-24-024115.txt ( ) — 560KB

From the Filing

14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 CHIPOTLE MEXICAN GRILL, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 SUPPLEMENT TO PROXY STATEMENT This proxy statement supplement ("Proxy Supplement") updates the definitive proxy statement on Schedule 14A of Chipotle Mexican Grill, Inc. (the "Company") dated April 23, 2024 and made available to shareholders in connection with its annual meeting of shareholders to be held on June 6, 2024 (the "Proxy Statement"). Except as specifically described in this Proxy Supplement, all information set forth in the Proxy This Proxy Supplement is being filed solely to correct an administrative oversight on the proxy card that previously was furnished to shareholders. Specifically, Item 1 of the proxy card regarding the election of directors incorrectly gaveshareholders the option to "Withhold" their votes for directors instead of voting "Against" or "Abstain" for directors. Instead, Item 1 should give the voting options "For," "Against," or "Abstain." Accordingly, the Company is providing a revised proxy card to its shareholders as of the record date. "Withhold" or "Withhold All" votes received in response to the previously issued proxy card will be treated as "Against" votes for all the applicable director nominees listed in Item 1 of the proxy card. In addition, to the extent any particular director nominees were listed in a "For All Except" vote received in response to the previously issued proxy card, those votes will be treated as "Against" votes for the identified director nominees and as votes "For" all other director nominees. Shareholders of record may change their votes at any time prior to 11:59 p.m. Eastern Time on June 5, 2024 for shares held directly. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V51500-P02443 The Board of Directors recommends you vote FOR proposals 2 through 5. 2. An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ("say-on-pay"). Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024. Approve amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of common stock. Approve amendments to Chipotle's Certificate of Incorporation to clarify the Board's authority to make future amendments. The Board of Directors recommends you vote AGAINST proposals 6 through 9. Shareholder Proposal - Requesting an audit of safety practices. Shareholder Proposal - Requesting adoption of a non- interference policy. Shareholder Proposal - Requesting a report on adoption of automation. Shareholder Proposal - Requesting a report on harassment and discrimination statistics. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. CHIPOTLE MEXICAN GRILL, INC. 610 NEWPORT CENTER DR. NEWPORT BEACH, CA 92660 1. Election of Ten Directors Nominees: CHIPOTLE MEXICAN GRILL, INC. The Board of Directors recommends you vote FOR the following: For Against Abstain 1a. Albert Baldocchi ! ! ! 1b. Matthew Carey ! ! ! 1c. Gregg Engles ! ! ! 1d. Patricia Fili-Krushel ! ! ! 1e. Laura Fuentes ! ! ! 1f. Mauricio Gutierrez ! ! ! 1g. Robin Hickenlooper ! ! ! 1h. Scott Maw ! ! ! 1i. Brian Niccol ! ! ! 1j. Mary Winston ! ! ! ! ! ! For Against Abstain ! ! ! ! ! ! ! ! ! For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on June 5, 2024 for shares held directly. Have your proxy card in hand when you acces

View Full Filing

View this DEFA14A filing on SEC EDGAR