0001058090FALSE12/3100010580902024-06-062024-06-06

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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareCMGNew 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 NOMINEEFORAGAINSTABSTAIN
Albert Baldocchi22,688,657 507,313 11,637 
Matthew Carey23,041,201 147,440 18,966 
Gregg Engles23,101,543 91,332 14,732 
Patricia Fili-Krushel22,837,695 354,206 15,706 
Laura Fuentes23,163,594 28,474 15,539 
Mauricio Gutierrez23,144,218 50,771 12,618 
Robin Hickenlooper23,008,371 185,333 13,903 
Scott Maw22,907,855 279,686 20,066 
Brian Niccol22,241,480 891,257 74,870 
Mary Winston22,906,781 285,300 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.
FORAGAINSTABSTAINBROKER 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.
FORAGAINSTABSTAINBROKER 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.
FORAGAINSTABSTAINBROKER 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.
FORAGAINSTABSTAINBROKER 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.
FORAGAINSTABSTAINBROKER 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.
FORAGAINSTABSTAINBROKER 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.
FORAGAINSTABSTAINBROKER 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.
.
FORAGAINSTABSTAINBROKER NON-VOTES
3,821,265 19,270,269 116,073 1,519,315 
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
Exhibit NumberExhibit Description
3.1
104Cover 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, 2024By:/s/ Roger Theodoredis
General Counsel & Chief Legal Officer