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
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March27, 2017, the Compensation Committee of Chipotles Board
of Directors entered into agreements with Steve Ells, Chairman
and Chief Executive Officer, Jack Hartung, Chief Financial
Officer, and Mark Crumpacker, Chief Marketing and Development
Officer, to modify the terms of performance share awards made to
each of the foregoing executive officers in February 2016. Under
the terms of the original awards, vesting is based on Chipotles
stock price performance over the three-year performance period.
The initial terms stipulated that the awards would pay out only
if the average closing price of Chipotles common stock for any
period of 30 consecutive trading days during the performance
period was at least $700. The number of shares issuable at the
end of the performance period was to be determined based on the
highest average closing stock price achieved for any period of 30
consecutive trading days during the performance period.
After soliciting shareholder feedback during the second half of
2016 following the say-on-pay vote at Chipotles 2016 annual
meeting of shareholders, the Compensation Committee and the
executive officers agreed on the following modifications to the
2016 performance share award terms:
|
The measurement period for establishing stock price achievement was increased from 30 days to 60 days. |
|
The maximum payout was reduced to 300% of the target awards (the prior maximum was 400% of target). |
|
An end-of-period performance modifier was added that stipulates that if the average stock price for the last 60 days in the performance period is below $650, then the final payout will be no higher than target, even if an above-target average stock price was achieved during the performance period. |
The table below depicts potential payouts under the 2016
performance share awards following the modifications described
above, based on achievement during the performance term, as
described above, of the specified stock price levels reflected in
the table.
|
Executive Officer |
NumberofSharesEligibletobeEarned | |||||||||||
| $700 (Threshold) | $800 (Target) | $1,000 (Maximum) | ||||||||||
|
Steve Ells |
13,500 | 27,000 | 81,000 | |||||||||
|
Jack Hartung |
5,675 | 11,350 | 34,050 | |||||||||
|
Mark Crumpacker |
4,050 | 8,100 | 24,300 |
Item9.01. Financial Statements and Exhibits.
| Exhibit10.1 | Form of Modification Agreement to Performance Share Awards |
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 +9.58 at 443.92 with 1,439,434 shares trading hands.