Chipotle Mexican Grill Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CMG
Restaurants
Consumer Discretionary
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
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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.
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| 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 | ||||||||
| 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 | ||||||||