Chipotle Mexican Grill Inc 8-K, filed May 21, 2020
Chipotle Mexican Grill Inc (CMG)
About this 8-K
Chipotle Mexican Grill Inc filed this 8-K on May 21, 2020, reporting on events of May 19, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Chipotle Mexican Grill, Inc. (“Chipotle”) held its 2020 annual meeting of shareholders on May 19, 2020, and there were 24,903,082 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 seven directors, with each director elected to serve a one-year term. The votes regarding this proposal were as follows, and there were 2,037,770 broker non-votes: |
| DIRECTOR NOMINEE |
FOR |
WITHHELD |
||||||
| Albert Baldocchi |
22,028,442 |
836,870 |
||||||
| Patricia Fili-Krushel |
22,697,543 |
167,769 |
||||||
| Neil Flanzraich |
21,917,227 |
948,085 |
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| Robin Hickenlooper |
22,477,447 |
387,865 |
||||||
| Scott Maw |
22,817,257 |
48,055 |
||||||
| Ali Namvar |
22,562,874 |
302,438 |
||||||
| Brian Niccol |
21,900,991 |
964,321 |
||||||
| 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 2,037,770 broker non-votes: |
| FOR |
AGAINST |
ABSTAIN |
||||||
| 21,795,290 |
1,019,990 |
50,032 |
||||||
| 3. | The shareholders ratified the appointment of Ernst & Young LLP as Chipotle’s independent registered public accounting firm for the year ending December 31, 2020. The votes regarding this proposal were as follows: |
| FOR |
AGAINST |
ABSTAIN |
||||||
| 24,146,091 |
733,038 |
23,953 |
||||||
| 4. | A shareholder proposal regarding retention of shares by executive officers. The votes regarding this proposal were as follows, and there were 2,037,770 broker non-votes: |
| FOR |
AGAINST |
ABSTAIN |
||||||
| 4,731,995 |
18,089,728 |
43,589 |
||||||
| 5. | A shareholder proposal to require an independent Chair of the Board of Directors. The votes regarding this proposal were as follows, and there were 2,037,770 broker non-votes: |
| FOR |
AGAINST |
ABSTAIN |
||||||
| 10,148,032 |
12,697,526 |
19,754 |
||||||
| 6. | A shareholder proposal requesting a report on arbitration of employment-related claims. The votes regarding this proposal were as follows, and there were 2,037,770 broker non-votes: |
| FOR |
AGAINST |
ABSTAIN |
||||||
| 11,552,133 |
11,098,669 |
214,510 |
||||||
| 7. | A shareholder proposal related to action by written consent of the shareholders. The votes regarding this proposal were as follows, and there were 2,073,770 broker non-votes: |
| FOR |
AGAINST |
ABSTAIN |
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| 9,465,897 |
13,370,257 |
29,158 |
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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. | ||||||
| May 21, 2020 |
By: |
/s/ Roger Theodoredis | ||||
| Name: |
Roger Theodoredis | |||||
| Title: |
General Counsel & Corporate Secretary | |||||