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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
Chipotle Mexican Grill, Inc. (“Chipotle”) held its 2023 annual meeting of shareholders on May 25, 2023. At the meeting, 25,024,151 shares of common stock were represented in person or by proxy. The final voting results for each proposal are set forth below.
Election of Directors
| 1. | The following nominees were elected to the Board of Directors to serve for a one-year term. There were 1,346,249 broker non-votes. |
| DIRECTOR NOMINEE |
FOR |
AGAINST | ||
| Albert Baldocchi |
23,174,406 | 484,990 | ||
| Matthew Carey |
23,560,739 | 98,575 | ||
| Gregg Engles |
23,506,038 | 153,169 | ||
| Patricia Fili-Krushel |
23,400,309 | 259,228 | ||
| Mauricio Gutierrez |
23,534,184 | 125,305 | ||
| Robin Hickenlooper |
23,213,303 | 446,207 | ||
| Scott Maw |
23,362,075 | 296,764 | ||
| Brian Niccol |
22,847,043 | 786,382 | ||
| Mary Winston |
23,314,400 | 345,425 |
Other Proposals
| 2. | An advisory vote on the compensation of Chipotle’s executive officers, as disclosed in the proxy statement, was approved. |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 22,789,232 | 859,748 | 28,921 | 1,346,249 |
| 3. | The votes cast on the proposal regarding the frequency of future say on pay votes were as follows: |
| ONE YEAR |
TWO YEARS |
THREE YEARS |
ABSTAIN |
BROKER NON-VOTES | ||||
| 23,501,612 | 17,808 | 141,422 | 17,059 | 1,346,249 |
Based on the voting results on Proposal 3, Chipotle intends to continue to hold say-on-pay votes on an annual basis until the next required say on pay frequency vote.
| 4. | The appointment of Ernst & Young LLP as Chipotle’s independent registered public accounting firm for the year ending December 31, 2023 was ratified. |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 24,280,450 | 726,229 | 17,470 | 0 |
| 5. | A shareholder proposal requesting certain limits on bylaw amendments was not approved. |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 2,915,373 | 20,717,370 | 45,159 | 1,346,249 |
| 6. | A shareholder proposal requesting adoption of a non-interference policy was not approved. |
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES | |||
| 7,829,609 | 15,715,588 | 132,705 | 1,346,249 |
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 26, 2023 | Chipotle Mexican Grill, Inc. | |||||
| By: | /s/ Roger Theodoredis | |||||
| General Counsel & Chief Legal Officer | ||||||
