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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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 5.07 Submission of Matters to a Vote of Security Holders
Chipotle Mexican Grill, Inc. (“Chipotle”) held its 2022 annual meeting of shareholders on May 18, 2022, and there were 25,496,229 shares of common stock represented in person or by proxy at the meeting. The final voting results for each proposal are set forth below.
| 1. | The shareholders elected nine directors, with each director elected to serve a one-year term. The votes regarding this proposal were as follows, and there were 1,383,965 broker non-votes: |
| DIRECTOR NOMINEE |
FOR | WITHHELD | ||
| Albert Baldocchi |
23,342,876 | 769,388 | ||
| Matthew A. Carey |
23,915,133 | 197,131 | ||
| Gregg Engles |
23,936,912 | 175,352 | ||
| Patricia Fili-Krushel |
23,793,981 | 318,283 | ||
| Mauricio Gutierrez |
23,989,678 | 122,586 | ||
| Robin Hickenlooper |
21,599,485 | 2,512,779 | ||
| Scott Maw |
23,067,764 | 1,044,500 | ||
| Brian Niccol |
23,242,457 | 869,807 | ||
| Mary Winston |
23,732,235 | 380,029 |
| 2. | The shareholders approved, on an advisory basis, Chipotle’s executive compensation as disclosed in our proxy statement. The votes regarding this proposal were as follows, and there were 1,383,965 broker non-votes: |
| FOR |
AGAINST | ABSTAIN | ||
| 23,289,295 |
802,962 | 20,007 |
| 3. | The shareholders ratified the appointment of Ernst & Young LLP as Chipotle’s independent registered public accounting firm for the year ending December 31, 2022. The votes regarding this proposal were as follows: |
| FOR |
AGAINST | ABSTAIN | ||
| 24,203,739 |
1,278,560 | 13,930 |
| 4. | The shareholders approved the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan. The votes regarding this proposal were as follows, and there were 1,383,965 broker non-votes: |
| FOR |
AGAINST | ABSTAIN | ||
| 22,673,680 |
1,427,797 | 10,787 |
| 5. | The shareholders approved the Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan. The votes regarding this proposal were as follows, and there were 1,383,965 broker non-votes: |
| FOR |
AGAINST | ABSTAIN | ||
| 24,066,187 |
39,480 | 6,597 |
| 6. | The shareholders did not approve a shareholder proposal to commission a racial equity audit. The votes regarding this proposal were as follows, and there were 1,383,965 broker non-votes: |
| FOR |
AGAINST | ABSTAIN | ||
| 8,743,013 |
15,256,677 | 112,574 |
| 7. | The shareholders did not approve a shareholder proposal to publish quantitative workforce data. The votes regarding this proposal were as follows, and there were 1,383,965 broker non-votes: |
| FOR |
AGAINST | ABSTAIN | ||
| 5,153,790 |
18,806,290 | 152,184 |
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Exhibit Title or Description | |
| 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.
| May 20, 2022 | Chipotle Mexican Grill, Inc. | |||||||
| By: | /s/ Roger Theodoredis |
|||||||
| General Counsel & Chief Legal Officer | ||||||||
