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SEC Filings

8-K
CHIPOTLE MEXICAN GRILL INC filed this Form 8-K on 05/26/2017
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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.








 

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