UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 30, 2021, Chipotle Mexican Grill, Inc. (“Chipotle”) elected Matthew A. Carey and Mauricio Gutierrez to its Board of Directors, effective immediately. Mr. Carey has been appointed to the Audit & Risk Committee of the Board and Mr. Gutierrez has been appointed to the Compensation Committee of the Board.
Messrs. Carey and Gutierrez will receive compensation in the amounts and forms paid to other non-employee members of Chipotle’s Board, as described in Chipotle’s proxy statement for its 2020 annual meeting of shareholders. There are no arrangements or understandings between either Mr. Carey or Mr. Gutierrez and any other persons pursuant to which either Mr. Carey or Mr. Gutierrez was selected as director.
To facilitate these elections, Chipotle’s Board of Directors expanded the size of the Board to eleven directors, effective March 30, 2021, and elected Messrs. Carey and Gutierrez to fill the resulting two vacancies.
A copy of the press release issued by Chipotle on March 30, 2021 announcing these elections is filed as an exhibit to this report.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Exhibit Title or Description | |
| 99 | Press release dated March 30, 2021 | |
| 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.
| Chipotle Mexican Grill, Inc. | ||||||||||
| March 30, 2021 | By: | /s/ Roger Theodoredis |
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| Name: | Roger Theodoredis | |||||||||
| Title: | Chief Legal Officer, General Counsel | |||||||||