UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
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. ☐
| Item 8.01. | Other Events. |
On March 19, 2024, Chipotle Mexican Grill, Inc. (the “Company”) announced that its Board of Directors has approved a 50-for-one stock split (the “Stock Split”) in the form of a one-time special stock dividend on each outstanding share of the Company’s common stock, par value $0.01 per share (“Common Stock”). The Stock Split is subject to shareholder approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock to accommodate the Stock Split (the “Charter Amendment”). The Company intends to include the Charter Amendment as an item of business at the Company’s upcoming annual meeting of shareholders, to be held on June 6, 2024 (the “2024 annual meeting”). If the Company’s shareholders approve the Charter Amendment at the 2024 annual meeting, the Company expects to implement the Charter Amendment and the Stock Split promptly following the 2024 annual meeting.
In connection with the Stock Split, each of the Company’s shareholders of record at the close of business on June 18, 2024 (the “Record Date”) will receive, after market close on Tuesday, June 25, 2024, a distribution of 49 additional shares of Common Stock for each share of Common Stock held by such shareholder as of the Record Date. Chipotle’s Common Stock is expected to begin trading on a post-split basis at the market open on Wednesday, June 26, 2024 under the Company’s existing trading symbol “CMG.”
As a result of the Stock Split, proportionate adjustments will be made to the number of shares of Common Stock issuable under the Company’s equity incentive plans and the number of shares underlying outstanding equity awards, as well as to the exercise price of outstanding awards, if applicable.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This information 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 |
Exhibit Title or Description | |
| 99.1 | Chipotle Mexican Grill, Inc. Press Release dated March 19, 2024 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
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.
| March 19, 2024 | Chipotle Mexican Grill, Inc. | |||||
| By: | /s/ Roger Theodoredis | |||||
| General Counsel and Chief Legal Officer | ||||||