CHIPOTLE MEXICAN GRILL, INC. (NYSE:CMG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CHIPOTLE MEXICAN GRILL, INC. (NYSE:CMG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 518previously unvested
Restricted Stock Unit awards held by Stephen Gillett in
connection with his departure from the Board, effective May 25,
2017.

Item5.07.Submission of Matters to a Vote of Security Holders.

Chipotle Mexican Grill, Inc. held its annual meeting of
shareholders on May25, 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 Chipotles 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, Chipotles 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 Boards authorization of
the repurchase program may be modified, suspended, or
discontinued at any time.


About CHIPOTLE MEXICAN GRILL, INC. (NYSE:CMG)

Chipotle Mexican Grill, Inc., together with its subsidiaries operates Chipotle Mexican Grill restaurants. The Company’s Chipotle Mexican Grill restaurants serve a menu of burritos, tacos, burrito bowls (a burrito without the tortilla) and salads. The Company operates approximately 1,970 Chipotle restaurants throughout the United States, over 10 in Canada, seven in England, four in France and one in Germany. The Company’s restaurants include over 10 ShopHouse Southeast Asian Kitchen restaurants, serving Asian-inspired cuisine. The Company owned and operated approximately three Pizzeria Locale restaurants, a fast casual pizza concept, resulting in a totaling of approximately 2,010 restaurants. The Company sells gift cards which do not have an expiration date.

CHIPOTLE MEXICAN GRILL, INC. (NYSE:CMG) Recent Trading Information

CHIPOTLE MEXICAN GRILL, INC. (NYSE:CMG) closed its last trading session up +2.59 at 481.39 with 654,517 shares trading hands.