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 |
|
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 |
|
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 |
|||||||
(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 |
|
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.