8-K

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): March 3, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chipotle Mexican Grill, Inc. announced that, on March 3, 2020, its Board of Directors appointed Brian Niccol, the Company’s Chief Executive Officer, to the additional position of Chairman of the Board of Directors, effective immediately. Steve Ells, Founder of the Company, has relinquished the position of Executive Chairman and has stepped down as a director. A copy of the press release issued by Chipotle is filed as an exhibit to this report.

Neil Flanzraich, Lead Independent Director speaking on behalf of the Board of Directors, said, “Steve Ells is a visionary founder who not only created a new and successful brand, but also revolutionized casual dining in 1993 with the introduction of Chipotle and the concept of food with integrity. We are grateful for all that Steve has done for Chipotle, including helping build and guide the current leadership team, and for his service as Executive Chairman during the last two years.”

Under his employment agreement with Chipotle, Steve Ells is entitled to assert that his employment with the company ended for “Good Reason” and he has decided to assert that right. As a result, Chipotle will continue to pay his $900,000 annual base salary for two years. In addition, the Compensation Committee of the Board of Directors approved the continued vesting in full of two of Mr. Ells’ outstanding long-term equity awards, which were granted to Mr. Ells in February 2019 in lieu of a cash bonus for 2019 performance. The Committee believes this is equitable, because if Mr. Ells had elected to receive his 2019 bonus in cash rather than stock he would have been paid in full. Mr. Ells’ employment agreement specifies that for two years after he leaves Chipotle, he will comply with restrictive covenants contained therein. He has agreed to extend those restrictive covenants for an additional two years in consideration for an annual incentive plan bonus equal to $1.0 million each year for two years and continued payment of his insurance premiums.

The Board also announced that directors Matthew Paull and Paul Cappuccio will not be nominated for re-election to the Board at the 2020 Annual Meeting of Shareholders. Chipotle previously entered into an agreement with Pershing Square Capital Management, L.P. in December 2016 (the “Pershing Agreement”) pursuant to which directors Ali Namvar and Matthew Paull were initially appointed to the Board. Pershing Square’s beneficial ownership of Chipotle shares recently dropped below 5%. In light of the reduced ownership, Matthew Paull will not stand for re-election to the Board at the 2020 Annual Meeting of Shareholders, but Ali Namvar will continue to serve on the Board. In addition, Paul Cappuccio recently communicated to the Board that he accepted a new full-time position that leaves him less time to devote to the Chipotle Board, and the Board does not intend to renominate Mr. Cappuccio for re-election at the 2020 annual meeting of shareholders.

Brian Niccol said, “Matt and Paul have been vital members of the Board through a transformational time in the company’s history. Their strategic maturity and clear-eyed business experience have benefited this company tremendously.”

In connection with Mr. Ells’ departure from the Board, the size of the Board was reduced to nine directors. Following the 2020 Annual Meeting, the Chipotle Board will be comprised of seven directors, six of whom are independent. The Board is committed to ongoing director refreshment and continues to consider new, qualified and independent directors.

The press release issued by Chipotle on March 6, 2020 announcing these changes is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated March 6, 2020

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.
March 6, 2020	By:	/s/ Roger Theodoredis
	Name:	Roger Theodoredis
	Title:	General Counsel

EX-99.1

Exhibit 99.1

  PR Contact: Laurie Schalow (949) 524-4035 MediaRelations@chipotle.com   IR Contact: Ashish Kohli, CFA (949) 524-4132 Akohli@chipotle.com

CHIPOTLE ANNOUNCES CHANGES TO ITS BOARD COMPOSITION

NEWPORT BEACH, Calif., March 6, 2020 — Chipotle Mexican Grill, Inc. (NYSE: CMG) announced that, on March 3, 2020, its Board of Directors appointed Brian Niccol, the Company’s Chief Executive Officer, to the additional position of Chairman of the Board of Directors, effective immediately. As a result, Chipotle’s founder, Steve Ells, has relinquished the position of Executive Chairman and has stepped down as a director. Neil Flanzraich will continue to serve as Lead Independent Director.

Mr. Flanzraich, speaking on behalf of the Board of Directors, said, “Steve Ells is a visionary founder who not only created a new and successful brand, but also revolutionized casual dining in 1993 with the introduction of Chipotle and the concept of food with integrity. We are grateful for all that Steve has done for Chipotle, including helping build and guide the current leadership team, and for his service as Executive Chairman during the last two years.”

“I am grateful to Steve for his mentorship and guidance since I joined Chipotle two years ago,” said Mr. Niccol. “Our key strategies are working, and I am proud of the results the team has achieved. We are building a sustainable model to cultivate a better world, while enhancing value for our shareholders.”

Mr. Ells said, “Brian has proven that he is absolutely the right person to lead Chipotle forward and I’ve never been more confident about the future of this great company. I am especially grateful to the employees and our valued customers over the last 27 years who helped make Chipotle the unmatched brand in fast casual dining it is today. I look forward to following Chipotle’s continued growth and success for many years to come.”

The Board today also announced that directors Matthew Paull and Paul Cappuccio will not stand for re-election to the Board at the 2020 Annual Meeting of Shareholders.

Mr. Niccol added, “Matt and Paul have been vital members of the Board through a transformational time in the company’s history. Their strategic maturity and clear-eyed business experience have benefited this company tremendously.”

With the Board composition changes announced today and following the 2020 Annual Meeting, the Chipotle Board will be comprised of seven directors, six of whom are independent. The Board is committed to ongoing director refreshment and continues to consider new, qualified and independent directors.

# # #

  PR Contact: Laurie Schalow (949) 524-4035 MediaRelations@chipotle.com   IR Contact: Ashish Kohli, CFA (949) 524-4132 Akohli@chipotle.com

ABOUT CHIPOTLE

Chipotle Mexican Grill, Inc. (NYSE: CMG) is cultivating a better world by serving responsibly sourced, classically-cooked, real food with wholesome ingredients without artificial colors, flavors or preservatives. Chipotle had over 2,600 restaurants as of December 31, 2019, in the United States, Canada, the United Kingdom, France and Germany and is the only restaurant company of its size that owns and operates all its restaurants. With more than 83,000 employees passionate about providing a great guest experience, Chipotle is a longtime leader and innovator in the food industry. Chipotle is committed to making its food more accessible to everyone while continuing to be a brand with a demonstrated purpose as it leads the way in digital, technology and sustainable business practices. Steve Ells, founder and executive chairman, first opened Chipotle with a single restaurant in Denver, Colorado in 1993. For more information or to place an order online, visit WWW.CHIPOTLE.COM.

XML

Document and Entity Information	Mar. 03, 2020
Cover [Abstract]
Entity Registrant Name	CHIPOTLE MEXICAN GRILL INC
Amendment Flag	false
Entity Central Index Key	0001058090
Document Type	8-K
Document Period End Date	Mar. 03, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-32731
Entity Tax Identification Number	84-1219301
Entity Address, Address Line One	610 Newport Center Drive
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	(949)
Local Phone Number	524-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	CMG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false