Chipotle Mexican Grill Inc 8-K, filed May 7, 2025
Chipotle Mexican Grill Inc (CMG)
8-K
2025-05-07
For: 2025-05-05
View Original
Added on
April 08, 2026
About this 8-K
Chipotle Mexican Grill Inc filed this 8-K on May 7, 2025, reporting on events of May 5, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2025
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949 ) 524-4000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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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. o
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On May 6, 2025, Chipotle Mexican Grill, Inc. (“Chipotle”) announced that it has hired Jason Kidd, age 50, as its Chief Operating Officer, effective May 19, 2025. Mr. Kidd will be responsible for overseeing the operations of Chipotle’s nearly 3,800 restaurants and will report to Scott Boatwright, Chipotle’s Chief Executive Officer. Mr. Kidd brings a wealth of experience to the company from his previous roles as Chief Operating Officer of Taco Bell, a division of Yum! Brands, Inc., a global restaurant company, since February 2024; President of Hearing Lab Technology, LLC, a hearing aid company, from December 2022 to February 2024; President and Chief Operating Officer and Senior Vice President, Store Operations, of 99 Cents Only Stores, LLC, a discount retailer, from September 2014 to September 2020; and various positions of increasing responsibilities with Walmart Inc., a global retailer, most recently as Senior Vice President, Operations, South, for Sam’s Club, a division of Walmart, from 2012 to 2014.
As Chief Operating Officer, Mr. Kidd will receive an annual base salary of $675,000, an annual cash incentive target equal to 90% of base salary and a cash signing bonus of $150,000 in consideration for incentive opportunities from his current employer that are being forfeited. Mr. Kidd also will be granted new hire equity awards with a combined total grant date value of approximately $3,000,000, comprised of 75% stock only stock appreciation rights (“SOSARs”) and 25% restricted stock units (“RSUs”). The SOSARs and RSUs will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to continued employment with Chipotle through the applicable vest dates. The SOSARs will have a seven-year term and an exercise price equal to Chipotle’s closing stock price on the date of grant. For 2026, Mr. Kidd will receive annual equity awards with a combined total grant date value of approximately $3,000,000, which awards will consist of RSUs, SOSARs and performance share units (“PSUs”), depending on the guidelines established on an annual basis (with the 2025 annual grant comprised of 60% PSUs, 20% SOSARs, and 20% choice between RSUs and SOSARs). Mr. Kidd will participate in Chipotle’s executive severance plan and other benefit plans generally applicable to Chipotle’s senior executive officers.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Kidd and any of Chipotle’s executive officers, directors or persons nominated or chosen to become a director or executive officer. Mr. Kidd has not engaged in any transaction with Chipotle during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.
Chipotle also announced that Jack Hartung, Chipotle’s President and Chief Strategy Officer, notified the company on May 5, 2025 that he will step down from his executive officer position effective June 1, 2025. Mr. Hartung has agreed to remain with Chipotle as a senior advisor through early March 2026, when he will retire from the company. Chipotle previously announced that Mr. Hartung had intended to retire in March 2025, but he subsequently agreed to delay his retirement to help ensure smooth transitions in Chipotle’s Chief Executive Officer and Chief Financial Officer roles. Prior to serving as President and Chief Strategy Officer, Mr. Hartung served as Chipotle’s Chief Financial and Administrative Officer, Chipotle’s principal accounting officer, and Chipotle’s Chief Financial Officer from 2002 to 2024.
In connection with Mr. Hartung’s transition to his new non-executive role, Mr. Hartung entered into a letter agreement with Chipotle dated May 5, 2025 (the “Letter Agreement”), pursuant to which, effective June 1, 2025, Mr. Hartung’s compensation will be reduced commensurate with his new non-executive officer role and he waives any claims to severance as a result of his position change. As a senior advisor, Mr. Hartung will receive an annual base salary of $200,000, an annual cash incentive target equal to 25% of base salary and he will no longer be eligible for benefits that are available only to executive officers of Chipotle. The description in this Item 5.02 of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
As part of Mr. Hartung’s transition, Curt Garner, Chipotle’s Chief Customer and Technology Officer, will expand his scope of responsibility to oversee supply chain as the President, Chief Strategy and Technology Officer, and Chris Brandt, Chipotle’s Chief Brand Officer, will lead a cross-functional team to drive all menu and ingredient processes as President, Chief Brand Officer. No changes to Mr. Garner’s or Mr. Brandt’s compensation will be made at this time.
| Item 7.01 | Regulation FD Disclosure. | ||||
On May 6, 2025, Chipotle issued a press release announcing the actions described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Title or Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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. | ||||||||
| May 6, 2025 | By: | /s/ Roger Theodoredis | ||||||
| General Counsel & Chief Legal Officer | ||||||||
Exhibit 10.1
May 5, 2025
Jack Hartung
President and Chief Strategy Officer
Chipotle Mexican Grill, Inc.
Dear Jack,
We are appreciative of your agreement to delay your retirement, which originally was planned for March 31, 2025, to help ensure a smooth transition of leadership at Chipotle. Further to our discussions, I am pleased to confirm the changes to the terms of your employment with Chipotle as you move toward retirement:
1. Change in Role. Effective on June 1, 2025, you will relinquish your current position as President and Chief Strategy Officer and will continue your employment with Chipotle in a new non-executive officer position as Senior Advisor. As Senior Advisor, you will continue to report to Scott Boatwright, Chief Executive Officer, and will provide advice to him and to other Chipotle executives on various aspects of Chipotle’s business, finances and strategy.
2. Retirement Date. You have notified us of the new date of your retirement from Chipotle, which is March 6, 2026 (“Retirement Date”), so your employment with Chipotle will terminate on the Retirement Date. As a condition to receiving “Retirement” treatment for your outstanding equity awards, you are required to comply with the provisions in the award agreements governing your equity awards, which include executing a release agreement in a form satisfactory to Chipotle. In the event that Chipotle accelerates the Retirement Date, other than for reasons that would constitute “Cause” as defined in the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan, you will be eligible to exercise up to 24 weeks of sabbatical leave pursuant to the sabbatical benefit offered by the Company, for which you are eligible due to your long tenure with Chipotle; provided, however, that your sabbatical leave cannot extend your retirement beyond March 6, 2026. Any sabbatical leave that you are not able to use before the Retirement Date shall be forfeited and not paid out to you.
3. Senior Advisor Compensation. Beginning June 1, 2025, the details of your compensation as Senior Advisor will be as follows:
a.)Your new annual base salary will be $200,000.00.
b.)You will be eligible to participate in Chipotle’s U.S. Restaurant Support Center annual incentive plan (“RSC AIP”) with a bonus target (as a % of base salary) of 25%. Your AIP payout for 2025 will be prorated based on your time in the Senior Advisor role, during which you will participate in the RSC AIP, and your time in the President and Chief Strategy Officer role, during which you participated in the Officer Annual Incentive Plan. Please refer to the AIP plan documents for more information.
c.)You will no longer be eligible for benefits that are available only to executive officers of Chipotle, including the gym allowance, annual executive physical (for you and your spouse), and financial/tax planning reimbursement.
d.)All other benefits and compensation remain unchanged.
4. Insider Trading Policy. Although you will no longer be an executive officer of Chipotle beginning June 1, 2025, you will remain an “insider” of Chipotle and will continue to be subject to Chipotle’s Insider Trading Policy, including Chipotle’s quarterly no-trade periods and trade pre-clearance requirements, until the Retirement Date.
5. Waiver of “Good Reason” Claim. Your transition from an executive officer position to a non-executive officer employee position has been mutually agreed to by you and Chipotle and is mutually beneficial to both parties. As a condition to such transition, Chipotle requires that you sign a waiver and release of any potential claims you may have that you have experienced a “Qualifying Termination” or that you are entitled to resign from Chipotle for “Good Reason,” as such terms are defined in various Chipotle compensation and benefit plans, in the form approved by Chipotle.
We recognize that you retain the option, as does Chipotle, to end your employment at any time, with or without notice or cause. In other words, your employment with Chipotle remains at will, and neither this letter nor any oral or written representations may be considered a contract for any specific period of time.
We look forward to continuing our working relationship with you in this new role. If you have any questions, please feel free to contact me directly.
Sincerely,
/s/ Ilene Eskenazi
Chief Human Resources Officer
Acknowledgement and Acceptance
I have read, understand, and hereby agree to the terms of this letter.
/s/ Jack Hartung
Date signed: May 5, 2025
2 | ||||||||
Exhibit 99.1
 | NEWS Contact: Erin Wolford (949) 524-4035 MediaRelations@chipotle.com | ||||
CHIPOTLE NAMES JASON KIDD CHIEF OPERATING OFFICER,
PRESIDENT AND CHIEF STRATEGY OFFICER JACK HARTUNG SETS RETIREMENT DATE
•Kidd brings over 25 years of operations and retail experience to the company’s Executive Committee
•Hartung to step down as an executive officer to become a senior advisor for the company effective June 1
NEWPORT BEACH, Calif., May 6, 2025 —Chipotle Mexican Grill (NYSE: CMG) today announced that it hired Jason Kidd as its chief operating officer, effective May 19. Kidd will be responsible for overseeing operations of Chipotle’s nearly 3,800 restaurants and will report directly to Chief Executive Officer Scott Boatwright, based in the company’s Newport Beach headquarters. Additionally, after nearly 25 years with the company, President and Chief Strategy Officer Jack Hartung will step down from his current role on June 1 and will remain with the company as a senior advisor through early March 2026.
Kidd joins Chipotle from Taco Bell, where he was the global chief operating officer. Prior to that, he held the role of president of Hearing Lab Technology, LLC. Before that, Kidd spent six years leading operations at 99 Cents Only Stores, most recently serving as president and chief operating officer. Additionally, he held roles of increasing responsibility across operations, merchandising, planning and supply chain at Sam’s Club for 20 years.
“Kidd brings proven accomplishments and a wealth of knowledge that will further support our 130,000 team members in our restaurants with delivering exceptional hospitality to our guests,” said Boatwright. “His vast operational experience at large scale multi-unit retail will bring a strong foundation and new strategic thinking to our executive team.”
“I am grateful for the opportunity to join Chipotle’s world-class leadership team and look forward to further enhancing experiences for our team members and guests,” stated Kidd. “Chipotle’s current efforts to build a guest obsessed culture and modernize the back of house are exciting, and I believe there’s tremendous growth ahead for this incredible brand.”
Hartung, who joined Chipotle in 2002 and has held various titles including chief financial and administrative officer, will become a senior advisor beginning next month prior to his 2026 retirement. He has spent the last nine months working alongside Boatwright and Chief Financial Officer Adam Rymer as they took on their new roles. The smooth transition is a testament to Chipotle’s strong talent bench and thoughtful succession planning, as the company continues to execute against its strategic plan.
Hartung stated: “I have tremendous confidence that we have the right leaders and strategies in place to drive value for our guests, employees and shareholders. During my time at Chipotle, we opened over 3,700 restaurants across seven countries, and I am confident there is a long runway ahead. It has been the honor of a lifetime to serve the company that created an entirely new category of dining and made real food accessible for all. I look forward to watching this great organization continue to Cultivate a Better World.”
“Jack’s contributions to Chipotle over nearly three decades are immeasurable, and I’m extremely grateful for his leadership, guidance and friendship,” said Boatwright. “Jack’s selfless decision to delay his retirement and aid the organization through our leadership transition will never be forgotten, and I extend my sincerest gratitude for the instrumental role he played in ensuring Chipotle always delivered on its purpose.”
As part of Hartung’s transition, Curt Garner, chief customer and technology officer, will expand his scope of responsibility to oversee supply chain as the president, chief strategy and technology officer. In conjunction, Chris Brandt, chief brand officer, will lead a cross-functional team to drive all menu and ingredient processes as president, chief brand officer.
About Chipotle
Chipotle Mexican Grill, Inc. (NYSE: CMG) is cultivating a better world by serving responsibly sourced, classically-cooked, real food with wholesome ingredients without artificial colors, flavors or preservatives. There are nearly 3,800 restaurants as of March 31, 2025, in the United States, Canada, the United Kingdom, France, Germany, Kuwait, and United Arab Emirates and it is the only restaurant company of its size that owns and operates all its restaurants in North America and Europe. With over 130,000 employees passionate about providing a great guest experience, Chipotle is a longtime leader and innovator in the food industry. Chipotle is committed to making its food more accessible to everyone while continuing to be a brand with a demonstrated purpose as it leads the way in digital, technology and sustainable business practices. For more information or to place an order online, visit WWW.CHIPOTLE.COM.