UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 18, 2021, the Board of Directors of Chipotle Mexican Grill, Inc. (“Chipotle”) approved an amendment to Chipotle’s Amended and Restated Bylaws (as amended, the “Bylaws”) to add a new forum selection provision as Article XII (the “Bylaw Amendment”). The Bylaw Amendment provides, that unless Chipotle consents to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of Chipotle, (b) any action asserting a claim of breach of a duty owed by any Chipotle director, officer, employee, agent or stockholder to Chipotle or Chipotle’s stockholders, (c) any action asserting a claim against Chipotle or any Chipotle director, officer, employee, agent or stockholder arising pursuant to any provision of the Delaware General Corporation Law or Chipotle’s certificate of incorporation or the Bylaws, or (d) any action asserting a claim against Chipotle or any Chipotle director, officer, employee, agent or stockholder governed by the internal affairs doctrine of the State of Delaware, in each case, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, another state or federal court located within the State of Delaware).
The Bylaw Amendment also provides that, unless Chipotle consents to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
This description of the Bylaw Amendment is qualified in its entirety by reference to the full text of the Bylaws, effective as of May 18, 2021, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated into this filing by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
Chipotle held its 2021 annual meeting of shareholders on May 18, 2021, and there were 25,369,192 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 eleven directors, with each director elected to serve a one-year term. The votes regarding this proposal were as follows, and there were 1,520,958 broker non-votes: |
| DIRECTOR NOMINEE |
FOR | WITHHELD | ||
| Albert Baldocchi |
23,154,259 | 693,975 | ||
| Matthew A. Carey |
23,724,823 | 123,411 | ||
| Gregg Engles |
23,335,429 | 512,805 | ||
| Patricia Fili-Krushel |
23,139,225 | 709,009 | ||
| Neil Flanzraich |
21,523,608 | 2,324,626 | ||
| Mauricio Gutierrez |
23,334,092 | 514,142 | ||
| Robin Hickenlooper |
23,377,019 | 471,215 | ||
| Scott Maw |
23,417,154 | 431,080 | ||
| Ali Namvar |
22,131,849 | 1,716,385 | ||
| Brian Niccol |
22,675,680 | 1,172,554 | ||
| Mary Winston |
23,587,114 | 261,120 |
| 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 1,520,958 broker non-votes: |
| FOR |
AGAINST |
ABSTAIN | ||
| 12,243,906 |
11,584,163 | 20,165 |
| 3. | The shareholders ratified the appointment of Ernst & Young LLP as Chipotle’s independent registered public accounting firm for the year ending December 31, 2021. The votes regarding this proposal were as follows: |
| FOR |
AGAINST |
ABSTAIN | ||
| 24,078,497 |
1,277,478 | 13,217 |
| 4. | The shareholders did not approve a shareholder proposal related to action by written consent of the shareholders. The votes regarding this proposal were as follows, and there were 1,520,958 broker non-votes: |
| FOR |
AGAINST |
ABSTAIN | ||
| 9,313,530 |
14,509,572 | 25,132 |
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Exhibit Title or Description | |
| 3.1 | Chipotle Mexican Grill, Inc. Amended and Restated Bylaws, as amended and as effective as of May 18, 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.
| May 21, 2021 | Chipotle Mexican Grill, Inc. | |||||
| By: | /s/ Roger Theodoredis | |||||
| General Counsel & Chief Legal Officer | ||||||