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): June 8, 2010
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
1-32731 |
84-1219301 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1401 Wynkoop Street, Suite 500
Denver, CO 80202
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 595-4000
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of shareholders of Chipotle Mexican Grill, Inc. was held on June 8, 2010. At the annual meeting, shareholders voted in favor of the re-election of three incumbent directors, Al Baldocchi, Neil Flanzraich and Darlene Friedman, to our Board of Directors, and in favor of the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2010. The final voting results were as follows:
(1) Election of directors:
| Nominee |
Votes For | Votes Withheld | Abstentions | Broker Non-Votes | ||||
| Al Baldocchi |
25,500,729 | 230,898 | — | 3,518,346 | ||||
| Neil Flanzraich |
24,726,234 | 1,005,393 | — | 3,518,346 | ||||
| Darlene Friedman |
25,453,540 | 278,087 | — | 3,518,346 |
(2) Ratification of the appointment of Ernst & Young LLP as independent auditors:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 29,061,369 |
174,358 | 14,246 | — |
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. | ||||||||
| June 10, 2010 | By: | /s/ Jack Hartung | ||||||
| Name: | Jack Hartung | |||||||
| Title: | Chief Financial Officer | |||||||