Chipotle Mexican Grill Inc 8-K, filed Mar 30, 2021
Chipotle Mexican Grill Inc (CMG)
About this 8-K
Chipotle Mexican Grill Inc filed this 8-K on March 30, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 30, 2021, Chipotle Mexican Grill, Inc. (“Chipotle”) elected Matthew A. Carey and Mauricio Gutierrez to its Board of Directors, effective immediately. Mr. Carey has been appointed to the Audit & Risk Committee of the Board and Mr. Gutierrez has been appointed to the Compensation Committee of the Board.
Messrs. Carey and Gutierrez will receive compensation in the amounts and forms paid to other non-employee members of Chipotle’s Board, as described in Chipotle’s proxy statement for its 2020 annual meeting of shareholders. There are no arrangements or understandings between either Mr. Carey or Mr. Gutierrez and any other persons pursuant to which either Mr. Carey or Mr. Gutierrez was selected as director.
To facilitate these elections, Chipotle’s Board of Directors expanded the size of the Board to eleven directors, effective March 30, 2021, and elected Messrs. Carey and Gutierrez to fill the resulting two vacancies.
A copy of the press release issued by Chipotle on March 30, 2021 announcing these elections is filed as an exhibit to this report.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Exhibit Title or Description | |
| 99 | Press release dated March 30, 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.
| Chipotle Mexican Grill, Inc. | ||||||||||
| March 30, 2021 | By: | /s/ Roger Theodoredis |
||||||||
| Name: | Roger Theodoredis | |||||||||
| Title: | Chief Legal Officer, General Counsel | |||||||||
Exhibit 99
| NEWS | ||||
| Contact: Erin Wolford | ||||
|
(949) 524-4035 MediaRelations@chipotle.com |
CHIPOTLE NAMES MATT CAREY AND MAURICIO GUTIERREZ TO ITS BOARD OF DIRECTORS
NEWPORT BEACH, Calif., March 30, 2021 — Chipotle Mexican Grill (NYSE:CMG) today announced two new additions to its board of directors, Matt Carey and Mauricio Gutierrez, effective immediately.
“We have been intentional in our efforts to identify leading executives with diverse backgrounds to bring unique perspectives and expertise to the business as we continue to deliver on our mission of cultivating a better world,” said Brian Niccol, Chairman and Chief Executive Officer. “Their deep knowledge and vast experience will be instrumental in helping Chipotle achieve its strategic objectives.”
With the board composition changes announced today, the Chipotle Board will now be comprised of 11 directors, 10 of whom are independent. Matt Carey will serve on the Audit and Risk Committee and brings additional IT and cybersecurity experience while Mauricio Gutierrez will add executive experience to the Compensation Committee. The board is committed to ongoing director refreshment and continues to consider new, qualified independent directors.
“It’s my honor to join these well respected leaders and serve on the board of an organization that is committed to pushing the boundaries of technology and sustainability to better serve its guests and the world,” said Mauricio Gutierrez. “I look forward to lending my diverse experience to help accelerate Chipotle’s business and goals.”
Matt Carey added: “Chipotle is a leader in digital technology, investing heavily in tools that allow for a seamless guest experience in their ongoing pursuit for increasing access and convenience. I believe this organization has tremendous opportunity for growth and look forward to contributing to its success.”
ABOUT THE NEW DIRECTORS
Matt Carey is the Executive Vice President and Chief Information Officer of The Home Depot, Inc., a role he’s held since September 2008. Prior to that, Mr. Carey served as the Senior Vice President and Chief Technology Officer at eBay Inc. He also held various positions with Wal-Mart Stores, Inc., with his final role as Senior Vice President and Chief Technology Officer. Mr. Carey previously served as a member of the board of directors of Geeknet Inc. and TransUnion Corp.
NEWS
Contact: Erin Wolford
(949) 524-4035
MediaRelations@chipotle.com
Mr. Carey received an Associate of Applied Science from Oklahoma State University-Okmulgee. He has significant operational and strategic leadership experience and also brings extensive know-how with information technology, cybersecurity and managing a global retail environment.
Mauricio Gutierrez is the President and Chief Executive Officer of NRG Energy, Inc., a role he’s held since December 2015. Prior to that, Mr. Gutierrez held the position of Chief Operating Officer and several other executive roles at NRG since joining the company in 2004. He held various positions within Dynegy’s commercial and trading organization and Mexico City-based DTP Consultores. Mr. Gutierrez serves on the boards of NRG Energy, Electric Power Supply Association (EPSA), Chief Executives for Corporate Purpose (CECP) and Drexel University.
Mr. Gutierrez has a bachelor’s degree in industrial engineering from the Universidad Panamericana, a master’s degree in mineral economics from the Colorado School of Mines and a master’s degree in petroleum economics from the French Petroleum Institute. As a chief executive officer, he has experience with transformational initiatives and strategic planning for long-term value creation. He also brings significant expertise in sustainability, risk management and corporate governance.
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. Chipotle had over 2,750 restaurants as of December 31, 2020, in the United States, Canada, the United Kingdom, France and Germany and is the only restaurant company of its size that owns and operates all its restaurants. With nearly 88,000 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. Steve Ells, founder, first opened Chipotle with a single restaurant in Denver, Colorado in 1993. For more information or to place an order online, visit WWW.CHIPOTLE.COM.
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