Current Report Filing (8-k)
December 19 2016 - 10:55AM
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):
December
14
, 2016
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 1.01.
Entry Into a Material Definitive Agreement.
On December 14, 2016,
Chipotle Mexican Grill, Inc.
and Pershing Square
Capital Management, L.P.
(together with funds it advises, “Pershing Square”)
entered into
a
l
etter
of a
greement
(referred to herein as the “Investor Agreement”)
regarding nominations to Chipotle’s Board of Directors and a number of related matters.
The
Investor A
greement
provid
es
for the nominations of
Ali
Namvar and
Matt
hew
Paull for election to
Chipotle’s
Board at the 2017 annual meeting of
shareholders
and
the
2018 annual meeting of
shareholders
, a procedure for replacing Mr. Namvar with a successor director in certain cases
,
and specified voting obligations of Pershing Square with respect to
Chipotle’s
annual
shareholder
meetings.
In accordance with the
Investor A
greement, Pershing Square has
further
agreed to cause the resignation of Mr. Namvar
from Chipotle’s Board
in the event Pershing Square’s ownership of
Chipotle’s
outstanding common stock falls below 5%.
Under the
Investor A
greement, Pershing Square is also subject to specified standstill restrictions lasting generally until the later of the advance notice period for nominating directors at
Chipotle’s
2019 annual meeting of shareholders and a specified period after Pershing Square ceases to have any representatives serving on
Chipotle’s
Board.
Concurrent with the
Investor A
greement,
Chipotle
and Pershing Square
also
entered into a
C
onfidentiality
A
greement
allowing Pershing Square to receive non-public information regarding Chipotle, subject to specified
confidentiality obligations
. T
he form
of the Confidentiality Agreement
is included as an exhibit to
the
Investor
Agreement.
The
Investor
Agreement contains various other obligations and provisions applicable to
Chipotle
and Pershing Square.
The foregoing description
s
of the
Investor
Agreement and the Confidentiality Agreement are qualified in their entirety by reference to the full text of the
Investor
Agreement (including the form of Confidentiality Agreement included as an exhibit
there
to), which is attached hereto as Exhibit
10
.1 and is incorporated by reference herein.
Item 5.0
2
.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
.
On December 1
4
, 2016, Chipotle Mexican Grill, Inc.
appointed four new members
to
its Board of Directors: Paul Cappuccio, Robin Hickenlooper, Ali Namvar, and Matthew Paull
.
Messrs. Na
mvar and Paul were appointed to the Board
at the request of Pershing Square and
in connection with the
Investor
A
greement
described in Item 1.01, above; t
here
are
no arrangement
s
or understanding
s
with any person pursuant to which M
r. Cappuccio or M
s.
Hicke
n
looper
w
ere
appointed
to
the Board
.
S
ince the beginning of the last fiscal year, there have been no related party transactions between
Chipotle
and any of the
n
ew
ly-appointed
d
irectors that would be reportable under Item 404(a) of Regulation S-K.
The new director appointments increase the size of Chipotle’s Board to 12 members. The Board has not yet made determinations regarding the appointment of any of the four newly-appointed directors
to any committees of
the
Board.
Each new director
other than Mr. Namvar
will receive compensation as an outside director of Chipotle
under the director compensation policies and programs as adopted by the Board from time to time
.
The current Board Pay Policies are filed as Exhibit 10.1 to Chipotle’s Quarterly Report on Form 10-Q for the three months ended March 31, 2015, filed with the Securities and Exchange Commission on April 22, 2015.
Mr. Namvar will waive his right to compensation as a member of the Board.
Each new director
will also execute Chipotle’s standard form Indemnification Agreement for officers and directors
, the form of which is filed as Exhibit 10.1 to Chipotle’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2007.
On December 16, 2016,
Chipotle
issued a press release announcing the matters addressed above.
A copy of the press release is
attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01.
Financial Statements and Exhibits.
Exhibit
10
.
1
|
|
Investor A
greement dated December 14, 2016
|
Exhibit 99.1
|
|
Press Release
d
ated December 16, 2016
|
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.
|
|
|
|
|
December 19
, 2016
|
|
|
|
By:
|
|
/s/ Jack Hartung
|
|
|
|
|
|
|
Name:
|
|
Jack Hartung
|
|
|
|
|
|
|
Title:
|
|
Chief Financial Officer
|
Exhibit Index
Exhibit 10.1
|
|
Investor Agreement dated December 14, 2016
|
Exhibit 99.1
|
|
Press Release
d
ated December 16, 2016
|
Chipotle Mexican Grill (NYSE:CMG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Chipotle Mexican Grill (NYSE:CMG)
Historical Stock Chart
From Apr 2023 to Apr 2024