Chipotle Mexican Grill Inc DEFA14A, filed May 3, 2024
Chipotle Mexican Grill Inc (CMG)
DEFA14A
2024-05-03
View Original
Added on
October 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CHIPOTLE MEXICAN GRILL, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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SUPPLEMENT TO PROXY STATEMENT
This proxy statement supplement (“Proxy Supplement”) updates the definitive proxy statement on Schedule 14A of Chipotle Mexican Grill, Inc. (the “Company”) dated April 23, 2024 and made available to shareholders in
connection with its annual meeting of shareholders to be held on June 6, 2024 (the “Proxy Statement”). Except as specifically described in this Proxy Supplement, all information set forth in the Proxy
Statement continues to apply and this Proxy Supplement does not modify, amend or supplement the Proxy Statement.
This Proxy Supplement is being filed solely to correct an administrative oversight on the proxy card that previously was furnished to shareholders. Specifically, Item 1 of the proxy card regarding the election of
directors incorrectly gave shareholders the option to “Withhold” their votes for directors instead of voting “Against” or “Abstain” for directors. Instead, Item 1 should give the voting options “For,” “Against,” or “Abstain.” Accordingly, the
Company is providing a revised proxy card to its shareholders as of the record date. “Withhold” or “Withhold All” votes received in response to the previously issued proxy card will be treated as “Against” votes for
all the applicable director nominees listed in Item 1 of the proxy card. In addition, to the extent any particular director nominees were listed in a “For All Except” vote received in response to the previously issued proxy card, those votes will
be treated as “Against” votes for the identified director nominees and as votes “For” all other director nominees. Shareholders of record may change their votes at any time prior to 11:59 p.m. Eastern Time on June 5, 2024 for shares held directly.
