Chipotle Mexican Grill, Inc.
8-K on 05/21/2020   Download
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CHIPOTLE MEXICAN GRILL INC false 0001058090 0001058090 2020-05-19 2020-05-19

 

 

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): May 19, 2020

 

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-32731

 

84-1219301

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

610 Newport Center Drive

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 (see General Instruction A.2. below):

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.  

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

Chipotle Mexican Grill, Inc. (“Chipotle”) held its 2020 annual meeting of shareholders on May 19, 2020, and there were 24,903,082 shares of common stock represented in person or by proxy at the meeting. The final voting results for each proposal are set forth below.

1. The shareholders elected seven directors, with each director elected to serve a one-year term. The votes regarding this proposal were as follows, and there were 2,037,770 broker non-votes:

DIRECTOR NOMINEE

 

FOR

   

WITHHELD

 

Albert Baldocchi

   

22,028,442

     

836,870

 

Patricia Fili-Krushel

   

22,697,543

     

167,769

 

Neil Flanzraich

   

21,917,227

     

948,085

 

Robin Hickenlooper

   

22,477,447

     

387,865

 

Scott Maw

   

22,817,257

     

48,055

 

Ali Namvar

   

22,562,874

     

302,438

 

Brian Niccol

   

21,900,991

     

964,321

 

2. The shareholders approved, on an advisory basis, Chipotle’s executive compensation as disclosed in our proxy statement. The votes regarding this proposal were as follows, and there were 2,037,770 broker non-votes:

FOR

 

AGAINST

   

ABSTAIN

 

21,795,290

   

1,019,990

     

50,032

 

3. The shareholders ratified the appointment of Ernst & Young LLP as Chipotle’s independent registered public accounting firm for the year ending December 31, 2020. The votes regarding this proposal were as follows:

FOR

 

AGAINST

   

ABSTAIN

 

24,146,091

   

733,038

     

23,953

 

4. A shareholder proposal regarding retention of shares by executive officers. The votes regarding this proposal were as follows, and there were 2,037,770 broker non-votes:

FOR

 

AGAINST

   

ABSTAIN

 

4,731,995

   

18,089,728

     

43,589

 

5. A shareholder proposal to require an independent Chair of the Board of Directors. The votes regarding this proposal were as follows, and there were 2,037,770 broker non-votes:

FOR

 

AGAINST

   

ABSTAIN

 

10,148,032

   

12,697,526

     

19,754

 


6. A shareholder proposal requesting a report on arbitration of employment-related claims. The votes regarding this proposal were as follows, and there were 2,037,770 broker non-votes:

FOR

 

AGAINST

   

ABSTAIN

 

11,552,133

   

11,098,669

     

214,510

 

7. A shareholder proposal related to action by written consent of the shareholders. The votes regarding this proposal were as follows, and there were 2,073,770 broker non-votes:

FOR

 

AGAINST

   

ABSTAIN

 

9,465,897

   

13,370,257

     

29,158

 


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.

             

May 21, 2020

 

 

By:

 

/s/ Roger Theodoredis

 

 

Name:

 

Roger Theodoredis

 

 

Title:

 

General Counsel & Corporate Secretary