8-K

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): November 11, 2024

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

610 Newport Center Drive, Suite 1100

Newport Beach, CA 92660

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

On November 11, 2024, Chipotle Mexican Grill, Inc. (“Chipotle”) announced that its Board of Directors has appointed Scott Boatwright, age 52, as Chief Executive Officer and as a member of the Board of Directors of Chipotle, effective immediately. Mr. Boatwright has served as Chipotle’s Interim Chief Executive Officer since August 2024. He joined Chipotle in May 2017 and, in his previous roles as Chipotle’s Chief Operating Officer and Chief Restaurant Officer, he has had direct accountability for all of Chipotle’s restaurant operations. Prior to joining Chipotle, Mr. Boatwright spent 18 years with Arby’s Restaurant Group, a quick serve restaurant company, in various leadership positions, including for the last six years of his tenure as the Senior Vice President of Operations. Mr. Boatwright serves on the board of directors of Academy Sports and Outdoors, Inc. and is a member of the National Restaurant Association’s Fast Casual Industry Council.

On November 11, 2024, Chipotle issued a press release announcing the appointments 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

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.

Document

Exhibit 99.1

CHIPOTLE NAMES SCOTT BOATWRIGHT CHIEF EXECUTIVE OFFICER AND MEMBER OF THE BOARD

NEWPORT BEACH, Calif., November 11, 2024 —Chipotle Mexican Grill (NYSE: CMG) today announced that after a robust and thorough process, its Board of Directors has appointed Scott Boatwright as chief executive officer and a member of the board, effective immediately. Prior to being named Interim CEO in August, Boatwright served as chief operating officer, reporting directly to the company’s CEO since 2017.

Responsible for more than 125,000 employees and over 3,600 restaurants, Boatwright has been a driving force for improving the company’s overall guest experience. In addition to contributing to the strategy and growth of the business, he led the integration of new technology into restaurants, built a strong culture aligned to the organization’s values, and achieved industry-leading retention rates yielding impressive outcomes and improvements in throughput.

Scott Maw, Chipotle’s chairman of the board, added: “We conducted a thorough and rigorous external search process that confirmed Scott is absolutely the best person to lead the next stage of growth at Chipotle. Today’s announcement is an affirmation of both Scott’s leadership capability and our internal succession planning process. The board overwhelmingly believes Scott will deliver on the key strategies in place and position the company for continued success.”

“It is an honor to serve as the CEO of this purpose-driven brand and I look forward to providing greater opportunities for our employees, generating value for our shareholders and Cultivating a Better World for our communities,” said Boatwright. “I am passionate about our menu and energized by our people, and believe that I, along with our esteemed bench of tenured leaders, will deliver on our priorities and achieve our long-term growth goals.”

Prior to Chipotle, Boatwright spent 18 years with Arby’s Restaurant Group in various leadership positions. He last served as senior vice president of operations, where he was responsible for the performance of over 1,700 Arby’s restaurants in numerous states.

Boatwright currently serves on the board of directors of Academy Sports and Outdoors, Inc. and is a member of the National Restaurant Association’s Fast Casual Industry Council. He holds a Master of Business Administration from the J. Mack Robinson College of Business at Georgia State University.

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 over 3,600 restaurants as of September 30, 2024, in the United States, Canada, the United Kingdom, France, Germany, and Kuwait and it is the only restaurant company of its size that owns and operates all its restaurants in North America and Europe. Chipotle is ranked on the Fortune 500 and is recognized on Fortune’s Most Admired Companies 2024 list and Time Magazine’s Most Influential Companies. With over 125,000 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.