0001058090FALSE00010580902024-08-222024-08-22

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): August 22, 2024
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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 13, 2024, Chipotle Mexican Grill, Inc. (“Chipotle”) announced that its Chairman and Chief Executive Officer was leaving the company and Chipotle’s Board of Directors appointed Scott Boatwright as Interim Chief Executive Officer and Jack Hartung as President of Strategy, Finance and Supply Chain. On August 22, 2024, the Compensation, People and Culture Committee of Chipotle’s Board of Directors (the “Committee”) granted retention awards to its continuing named executive officers and other executives in the form of restricted stock units to ensure a smooth leadership transition and maintain the continuity of key executives. To reflect their new roles as Interim Chief Executive Officer and Chief Financial Officer, the Committee also adjusted the current compensation levels for Scott Boatwright and Adam Rymer, as described below. Chipotle also advanced the date of Mr. Rymer’s appointment as Chief Financial Officer, and Jamie McConnell’s appointment as Chief Accounting and Administrative Officer, to October 1, 2024.
The retention awards have a grant date value of $8,000,000 for Messrs. Boatwright and Hartung, and $7,000,000 for Messrs. Garner and Brandt. The awards will vest 60% on the first anniversary of the grant date and 40% on the second anniversary of the grant date, subject to continued service and the other terms and conditions of Chipotle’s restricted stock unit award agreements. If an external candidate is appointed as chief executive officer, the awards will vest in full upon a subsequent termination of employment by Chipotle without cause or resignation by the executive for good reason, and Mr. Boatwright’s award also will vest in a pro-rated amount on a voluntary resignation. Mr. Hartung’s award will continue to vest if Mr. Hartung retires after the one-year anniversary of the grant date and the award will be forfeited if he retires before the one-year anniversary.
The retention awards have a grant date value of $3,000,000 for Mr. Rymer and $1,500,000 for Ms. McConnell. The awards will vest one-third on each of the first, second and third anniversary of the grant date, subject to continued service and the other terms and conditions of Chipotle’s restricted stock unit award agreements.
As Interim Chief Executive Officer, Mr. Boatwright will receive an annual base salary of $1,000,000, an annual cash incentive target of 115% of base salary, an annualized allowance for use of Company-owned aircraft when not needed for business purposes up to $200,000 of total incremental cost, and a one-time incremental grant of restricted stock units on August 22, 2024, with a grant date value of $3,500,000 in order to bridge the gap to Mr. Boatwright’s new role as Interim Chief Executive Officer during the anticipated service period. The awards will vest on the one-year anniversary of the grant date, subject to continued service. If Mr. Boatwright’s employment terminates following the appointment of an external candidate as chief executive officer, his incremental restricted stock unit award will vest in full.
As Chief Financial Officer, Mr. Rymer will receive an annual base salary of $650,000, an annual cash incentive target of 90% of base salary and a one-time incremental grant of restricted stock units on October 1, 2024, with a grant date value of $750,000 in order to bridge the gap to Mr. Rymer’s new role as Chief Financial Officer until he receives his next annual equity award in early 2025. The awards will vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date, subject to continued service. Mr. Rymer will participate in Chipotle’s executive severance plans and receive other employee benefits generally applicable to Chipotle’s senior executive officers.
As Chief Accounting and Administrative Officer, Ms. McConnell will receive an annual base salary of $450,000 and an annual cash incentive target of 50% of base salary. Ms. McConnell will receive other employee benefits generally applicable to Chipotle’s senior executives.
Item 7.01Regulation FD Disclosure.
On August 28, 2024, Chipotle issued a press release announcing the earlier date of Mr. Rymer’s appointment as Chief Financial Officer, and Jamie McConnell’s appointment as Chief Accounting and Administrative Officer, to October 1, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit NumberExhibit Title or Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
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.
August 28, 2024By:/s/ Roger Theodoredis
General Counsel & Chief Legal Officer

Exhibit 99.1
picture1a.jpg
PR Contact: Erin Wolford
(949) 524-4035
MediaRelations@chipotle.com
CHIPOTLE ACCELERATES THE APPOINTMENT OF ADAM RYMER TO CFO AND JAMIE MCCONNELL TO CHIEF ACCOUNTING AND ADMINISTRATIVE OFFICER
•Former CFO Jack Hartung to remain with the organization indefinitely as President and Chief Strategy Officer, beginning October 1, 2024
•15-year Chipotle veteran, Rymer, and 6-year veteran, McConnell, will assume their new roles, beginning October 1, 2024
NEWPORT BEACH, Calif. – August 28, 2024 – Chipotle Mexican Grill, Inc. (NYSE: CMG) today announced that it has accelerated the appointment of Adam Rymer to Chief Financial Officer, beginning October 1, 2024. Rymer will serve on Chipotle’s executive leadership team and report to Scott Boatwright, Interim Chief Executive Officer. Former Chief Financial and Administrative Officer, Jack Hartung, will serve in his new role indefinitely as President and Chief Strategy Officer beginning October 1, 2024, supporting the company’s Interim CEO.
A 15-year Chipotle veteran, Rymer previously served as Vice President of Finance, overseeing Corporate Finance, Field Finance and Investor Relations functions. Jamie McConnell, who has been with the organization since 2018, will assume the role of Chief Accounting and Administrative Officer, reporting to Rymer and transitioning roles on the same date. McConnell previously served as Vice President, Controller, with responsibility for the Corporate Accounting, Financial Reporting, Tax, Internal Audit, Accounting Shared Services, Licensing and Payroll functions.
Rymer stated, “There’s tremendous growth opportunity ahead for Chipotle, and I look forward to delivering on our strategic priorities and driving value for our guests, our employees and our shareholders. For well over a decade, I’ve had the privilege of supporting one of the leading and longest tenured CFOs in the business, and I am grateful for the deep institutional knowledge that was bestowed upon me, Jamie, and the entire finance organization, as we continue executing on our mission to Cultivate a Better World.”
In addition to accelerating these executive appointments, Chipotle’s Board of Directors has put retention plans in place for its entire executive leadership team to ensure continuity through this transitional time. With the exception of one officer hired in 2023 and Jack Hartung’s two and half decades with the company, Chipotle’s bench of esteemed Executive Officers have an average tenure of approximately seven years with the organization.
About Chipotle
Chipotle Mexican Grill, Inc. (NYSE: CMG) is cultivating a better world by serving responsibly sourced, classically-cooked, real food with wholesome ingredients without artificial colors, flavors or preservatives. There are over 3,500 restaurants as of June 30, 2024, in the United States, Canada, the United Kingdom, France, Germany, and Kuwait and it is the only restaurant company of its size that owns and operates all its restaurants in North America and Europe. Chipotle is ranked on the Fortune 500 and is recognized on Fortune’s Most Admired Companies 2024 list and Time Magazine’s Most Influential Companies. With over 120,000 employees passionate about providing a great guest experience, Chipotle is a longtime leader and innovator in the food industry. Chipotle is committed to making its food more accessible to everyone while continuing to be a brand with a demonstrated purpose as it leads the way in digital, technology and sustainable business practices. For more information or to place an order online, visit WWW.CHIPOTLE.COM.

v3.24.2.u1
Cover
Aug. 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 22, 2024
Entity Registrant Name CHIPOTLE MEXICAN GRILL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-32731
Entity Tax Identification Number 84-1219301
Entity Address, Address Line One 610 Newport Center Drive
Entity Address, Address Line Two Suite 1100
Entity Address, City or Town Newport Beach
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92660
City Area Code 949
Local Phone Number 524-4000
Written Communications false
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol CMG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001058090
Amendment Flag false
Grafico Azioni Chipotle Mexican Grill (NYSE:CMG)
Storico
Da Ott 2024 a Nov 2024 Clicca qui per i Grafici di Chipotle Mexican Grill
Grafico Azioni Chipotle Mexican Grill (NYSE:CMG)
Storico
Da Nov 2023 a Nov 2024 Clicca qui per i Grafici di Chipotle Mexican Grill