Current Report Filing (8-k)
March 13 2015 - 04:18PM
Edgar (US Regulatory)
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): March 12, 2015
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-32731 |
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84-1219301 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
1401 Wynkoop Street, Suite 500
Denver, CO 80202
(Address
of principal executive offices) (Zip Code)
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors of Chipotle Mexican Grill, Inc. has appointed Stephen Gillett to Chipotles Board of Directors, effective March 12, 2015.
Mr. Gillett will receive compensation as an outside director of Chipotle. Outside directors receive an annual retainer of $195,000, of which $75,000 is
paid in cash and $120,000 is paid in restricted stock units representing shares of Chipotle common stock, based on the closing price of the stock on the grant date. Each director who is not an employee of Chipotle also receives a $2,000 cash payment
for each meeting of the Board of Directors he or she attends and $1,500 for each meeting of a committee of the Board of Directors he or she attends ($750 in the case of telephonic attendance at an in-person committee meeting). For the first year of
service, the cash and restricted stock units portions of the annual retainer will be prorated based on a calendar year, using the date of election to the Board. Directors are also reimbursed for expenses incurred in connection with their service as
directors, including travel expenses for meetings. Mr. Gillett has not been appointed to any committees of Chipotles Board at this time.
Mr. Gillett will also execute Chipotles standard form Indemnification Agreement for officers and directors.
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.
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Chipotle Mexican Grill, Inc. |
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March 13, 2015 |
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By: |
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/s/ Monty Moran |
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Name: |
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Monty Moran |
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Title: |
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Co-Chief Executive Officer |
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