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 19, 2024

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 8.01. Other Events.

On March 19, 2024, Chipotle Mexican Grill, Inc. (the “Company”) announced that its Board of Directors has approved a 50-for-one stock split (the “Stock Split”) in the form of a one-time special stock dividend on each outstanding share of the Company’s common stock, par value $0.01 per share (“Common Stock”). The Stock Split is subject to shareholder approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock to accommodate the Stock Split (the “Charter Amendment”). The Company intends to include the Charter Amendment as an item of business at the Company’s upcoming annual meeting of shareholders, to be held on June 6, 2024 (the “2024 annual meeting”). If the Company’s shareholders approve the Charter Amendment at the 2024 annual meeting, the Company expects to implement the Charter Amendment and the Stock Split promptly following the 2024 annual meeting.

In connection with the Stock Split, each of the Company’s shareholders of record at the close of business on June 18, 2024 (the “Record Date”) will receive, after market close on Tuesday, June 25, 2024, a distribution of 49 additional shares of Common Stock for each share of Common Stock held by such shareholder as of the Record Date. Chipotle’s Common Stock is expected to begin trading on a post-split basis at the market open on Wednesday, June 26, 2024 under the Company’s existing trading symbol “CMG.”

As a result of the Stock Split, proportionate adjustments will be made to the number of shares of Common Stock issuable under the Company’s equity incentive plans and the number of shares underlying outstanding equity awards, as well as to the exercise price of outstanding awards, if applicable.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title or Description
99.1	Chipotle Mexican Grill, Inc. Press Release dated March 19, 2024
104	Cover Page Interactive Data File (the cover page XBRL tags are 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.

March 19, 2024	Chipotle Mexican Grill, Inc.
		By:	/s/ Roger Theodoredis
			General Counsel and Chief Legal Officer

EX-99.1

Exhibit 99.1

	NEWS
	PR Contact: Laurie Schalow
	(949) 524-4035
	MediaRelations@chipotle.com IR Contact: Cindy Olsen, CFA (949) 524-4205 Cindy.Olsen@chipotle.com

CHIPOTLE BOARD OF DIRECTORS APPROVES 50-FOR-1 STOCK SPLIT

RESTAURANT GENERAL MANAGERS WILL RECEIVE SPECIAL EQUITY GRANT

NEWPORT BEACH, Calif. – March 19, 2024 – Chipotle Mexican Grill, Inc. (NYSE: CMG) today announced that its Board of Directors approved a 50-for-one split of its common stock. This would be one of the biggest stock splits in New York Stock Exchange (NYSE) history.

The stock split is subject to shareholder approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock to accommodate the stock split. The company intends to seek shareholder approval for this amendment at its upcoming annual meeting on June 6, 2024.

If the Certificate of Incorporation amendment is approved, shareholders of record as of June 18, 2024 will receive 49 additional shares for each share held, which will be distributed after market close on June 25, 2024. Chipotle’s shares are expected to begin trading on a post-split basis at the market open on Wednesday, June 26, 2024.

“This is the first stock split in Chipotle’s 30-year history, and we believe this will make our stock more accessible to employees as well as a broader range of investors,” said Jack Hartung, Chief Financial and Administrative Officer, Chipotle. “This split comes at a time when our stock is experiencing an all-time high driven by record revenues, profits, and growth.”

To commemorate this special event and in recognition of the Company’s strong performance, Chipotle announced a special one-time equity grant for all restaurant general managers as well as crew members with more than 20 years of service. “We want to thank our general managers and tenured crew members for their hard work and dedication to Chipotle by providing a one-time equity grant as an additional incentive to continue delivering outstanding results and share in the financial success of our Company,” said Brian Niccol, Chairman and CEO, Chipotle.

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 3,400 restaurants as of December 31, 2023, 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 in North America and Europe. Chipotle is ranked on the Fortune 500 and is recognized on Fortune’s Most Admired Companies 2024 list and Time Magazine’s Most Influential Companies. With over 115,000 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. For more information or to place an order online, visit WWW.CHIPOTLE.COM.

Forward-Looking Statements

Certain statements in this press release, including statements regarding the expected timing and impact of the stock split and the one-time equity grant and statements that use words such as “expects”, “intends” and “believes,” are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on information currently available to us and we assume no obligation to update them. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in this press release, including the risk that shareholders will not approve the increase in the number of authorized shares of our common stock, the stock split is prevented from taking effect or is delayed due to legal or regulatory constraints and other risk factors described from time to time in our SEC reports, including our most recent annual report on Form 10-K and quarterly reports on Form 10-Q, all of which are available on the investor relations page of our website at ir.Chipotle.com.

XML

Document and Entity Information	Mar. 19, 2024
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. 19, 2024
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