Form 8-K CHIPOTLE MEXICAN GRILL For: Jun 11

June 17, 2026 6:02 AM EDT
0001058090FALSE00010580902026-06-112026-06-11

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 11, 2026
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of
incorporation)
1-32731
(Commission File Number)
84-1219301
(I.R.S. Employer
Identification No.)
610 Newport Center Drive, Suite 1100
Newport Beach, CA 92660
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 524-4000
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:
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareCMGNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 5.07 Submission of Matters to a Vote of Security Holders
Chipotle Mexican Grill, Inc. (“Chipotle”) held its 2026 annual meeting of shareholders on June 11, 2026 (the “Annual Meeting”). At the Annual Meeting, 1,121,739,569 shares of common stock were represented in person or by proxy. Final voting results for each proposal are set forth below.
Election of Directors
1. Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.
DIRECTOR NOMINEEFORAGAINSTABSTAINBROKER NON-VOTES
Albert Baldocchi1,001,217,518 21,859,657 571,818 98,090,576 
Scott Boatwright1,020,985,579 2,105,915 557,499 98,090,576 
Matthew Carey1,016,160,244 6,931,904 556,845 98,090,576 
Patricia Fili-Krushel995,825,973 27,300,189 522,831 98,090,576 
Laura Fuentes1,017,851,654 5,286,406 510,933 98,090,576 
Mauricio Gutierrez1,017,857,901 5,219,669 571,423 98,090,576 
Robin Hickenlooper1,015,374,343 7,742,674 531,976 98,090,576 
Scott Maw1,013,657,465 9,430,120 561,408 98,090,576 
Josh Weinstein1,016,173,425 6,796,391 679,177 98,090,576 
Mary Winston1,011,306,021 11,830,374 512,598 98,090,576 
Other Proposals
2. The shareholders approved, on a nonbinding, advisory basis, the compensation paid to Chipotle’s executive officers, as disclosed in the proxy statement.
FORAGAINSTABSTAINBROKER NON-VOTES
973,639,399 47,598,354 2,411,240 98,090,576 
3. The shareholders approved the ratification of the appointment of Ernst & Young LLP as Chipotle’s independent registered public accounting firm for the year ending December 31, 2026.
FORAGAINSTABSTAINBROKER NON-VOTES
1,050,087,750 66,089,192 5,562,627 0



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 16, 2026By:/s/ Ilene Eskenazi
Chief Legal and Human Resources Officer

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