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8-K
CHIPOTLE MEXICAN GRILL INC filed this Form 8-K on 05/26/2017
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52517_Results of Shareholders' Meeting



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 23, 2017

 



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.)



1401 Wynkoop Street, Suite 500

Denver, CO 80202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 595-4000

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))



 

 

 








 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2017, the Board of Directors of Chipotle Mexican Grill, Inc. appointed members to the Audit, Compensation and Nominating and Corporate Governance Committees of the Board.  Paul Cappuccio and Robin Hickenlooper were appointed to the Audit Committee, Ali Namvar and Matthew Paull were appointed to the Compensation Committee, and Mr. Cappuccio, Neil Flanzraich and Mr. Namvar were appointed to the Nominating and Corporate Governance Committee.  Additionally, Mr. Cappuccio was appointed chairman of the Nominating and Corporate Governance Committee, and Mr. Flanzraich stepped down from the Audit Committee.

As a result of the foregoing changes and the previously-announced departures from the Board of John Charlesworth, Pat Flynn, Darlene Friedman and Stephen Gillett, the committees of the Board are now as follows:



Audit Committee

 

Compensation Committee

 

Nominating and Corporate Governance Committee

 Al Baldocchi (Chair)

  

Neil Flanzraich (Chair)

  

Paul Cappuccio (Chair)

 Paul Cappuccio

  

Ali Namvar

  

Neil Flanzraich

 Robin Hickenlooper

  

Matthew Paull

  

Ali Namvar



On May 24, 2017,  the Compensation Committee of the Board of Directors of Chipotle Mexican Grill, Inc. approved the acceleration of vesting of a total of 518 previously unvested Restricted Stock Unit awards held by Stephen Gillett in connection with his departure from the Board, effective May 25, 2017. 



Item 5.07.Submission of Matters to a Vote of Security Holders.

Chipotle Mexican Grill, Inc. held its annual meeting of shareholders on May 25, 2017. At the annual meeting, shareholders voted on the matters set forth below. The final voting results were as follows:

 



 

(1)

Election of directors:



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nominee

 

Votes For

 

Votes Withheld

 

Abstentions

 

Broker Non-Votes

Al Baldocchi

 

19,639,519

 

314,235

 

__

 

4,387,112

Paul Cappuccio

 

19,782,392

 

171,362

 

__

 

 

Steve Ells

 

19,606,008

 

347,746

 

__

 

 

Neil Flanzraich

 

19,720,690

 

233,064

 

__

 

 

Robin Hickenlooper

 

19,863,356

 

90,398

 

__

 

 

Kimbal Musk

 

19,804,459

 

149,295

 

__

 

 

Ali Namvar

 

19,854,236

 

99,518

 

__

 

 

Matthew Paull

 

19,842,805

 

110,949

 

__

 

 

 





 



(2)  An advisory vote to approve the compensation of our executive officers as disclosed in our proxy statement:







 

 

 

 

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

18,559,809

 

1,333,242

 

60,703

 

4,387,112



 



 

(3)

An advisory vote on the frequency of future say-on-pay votes:



 



 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual

 

Biennial

 

Triennial

 

Abstentions

18,324,942

 

31,956

 

1,549,796

 

47,060

Chipotle intends to continue to hold say-on-pay votes on an annual basis until the next required say-on-pay frequency vote.








 

 (4)  Ratification of the appointment of Ernst & Young LLP as independent auditors:  







 

 

 

 

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

24,086,600

 

180,328

 

73,938

 

0



 



 

(5)

A shareholder proposal requesting that the Board of Directors implement changes to Chipotle’s governing documents to lower the threshold for shareholders to call a special meeting of shareholders to an aggregate of 15% of our outstanding common stock:







 

 

 

 

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

5,924,679

 

13,968,382

 

60,693

 

4,387,112



 

 

 

 

 

 



Item 8.01.Other Events.

On May 25, 2017, Chipotle’s Board authorized repurchases of Chipotle common stock with a total aggregate purchase price of $100 million, exclusive of commissions. This repurchase authorization is in addition to previously-announced repurchase authorizations totaling $2.2 billion. The Board’s authorization of the repurchase program may be modified, suspended, or discontinued at any time.




 

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 25, 2017

 

 

 

By:

 

/s/ Steve Ells

 

 

 

 

 

 

Name:

  

Steve Ells

 

 

 

 

 

 

Title:

  

Chairman and Chief Executive Officer
















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