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 11, 2016

 



CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

 

 

 



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):

 

 

 

 

 







Item 3.03.Material Modification to Rights of Security Holders.

The material included in Item 5.03, below, is incorporated by reference into this Item 3.03.





Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 11, 2016, at the annual meeting of shareholders of Chipotle Mexican Grill, Inc., Chipotle’s shareholders approved an  

---

 

amendment to Chipotle’s Amended and Restated Certificate of Incorporation, as amended, to eliminate a provision limiting the ability to call special meetings of shareholders to only the Board of Directors or the Chairman of the Board.  The Amended and Restated Certificate of Incorporation, as amended, previously included a provision limiting the ability to call a special meeting of shareholders to only the Board of Directors or the Chairman of the Board, and as a result of shareholder approval of the proposed amendment, that provision has been eliminated.    

The amendment to Chipotle’s Amended and Restated Certificate of Incorporation, as amended, was filed with the Secretary of State of the State of Delaware on May 11, 2016.

In conjunction with the Board’s adoption of the amendment described above to the Amended and Restated Certificate of Incorporation, the Board also adopted amendments to Chipotle’s Amended and Restated Bylaws, conditioned on shareholder approval of the amendment to the certificate of incorporation, to implement the right for shareholders to call special meetings of shareholders upon written request of one or more holders who own shares representing at least 25% of the outstanding shares of our common stock. As a result of the amendment to the Amended and Restated Certificate of Incorporation, such bylaw amendments took immediate effect as well.

The bylaw amendments utilize a “net long” definition of stock ownership for purposes of determining whether shareholders requesting a special meeting satisfy the 25% ownership threshold.  Under the “net long” definition, a person will be deemed to “own” only those shares of outstanding common stock as to which the person possesses (i) the sole power to vote or direct the voting; (ii) the sole economic incidents of ownership (including the right to profits and risk of loss); and (iii) the sole power to dispose of or direct the disposition of such shares.  The “net long” definition excludes ownership of derivative securities, as detailed further in the bylaw provisions.  



The bylaw amendments further provide that to be in proper form to call a special meeting of shareholders, the shareholder request(s) for a meeting must include certain information, including a statement of the purposes of the meeting and the reasons for conducting such business at the meeting, as well as an acknowledgement that any sales of shares by the requesting shareholder(s) will be deemed a revocation of the special meeting request in respect of the shares disposed of, and that such shares will no longer be counted for purposes of determining that the 25% ownership requirement has been satisfied.  The requesting shareholder(s) will also be required to update the information provided to ensure that it is true and correct as of the record date for notice of the special meeting, and as of 15 days prior to such special meeting.



The bylaw amendments also excuse Chipotle from calling a shareholder-requested special meeting if we receive the request(s) for the meeting during the period beginning 90 days prior to the first anniversary date of the preceding annual meeting of shareholders and ending immediately following the final adjournment of the next annual meeting, or if a substantially similar item was presented at any meeting of shareholders held within 180 days prior to our receipt of the special meeting request(s) or is included in our notice of a shareholder meeting that has been called but not yet held.  In addition, if a shareholder-requested meeting is called, our Board may instead present the proposed item(s) of business at another meeting of shareholders held within 90 days after receipt of the shareholder request(s) for the special meeting.



If the conditions of the bylaw amendments are satisfied, we would be required to hold a shareholder-requested special meeting within 120 days after receipt of shareholder request(s) for the meeting, unless the proposed item(s) of business are presented at another meeting as described above.  Business transacted at the meeting would be limited to the purpose(s) stated in the shareholder request(s) for a special meeting, and any other matters submitted to the meeting by the Board.    



This summary of the bylaw amendments is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated into this filing by reference. 





Item 5.07.Submission of Matters to a Vote of Security Holders.

Chipotle Mexican Grill, Inc. held its annual meeting of shareholders on May 11, 2016. At the annual meeting, shareholders voted on the matters set forth below. The final voting results were as follows:











 

 



 



 





 







 







 





 

---

 





 



Item 8.01.Other Events.

On May 11, 2016, Chipotle’s Board authorized repurchases of Chipotle common stock with a total aggregate purchase price of $100 million, exclusive of commissions. This repurchase authorization is in addition to previously-announced repurchase authorizations totaling $1.9 billion. The Board’s authorization of the repurchase program may be modified, suspended, or discontinued at any time.



Item 9.01.Financial Statements and Exhibits.





---

 

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.

 















Exhibit Index



---