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Chipotle (NYSE: CMG) investors reelect full board and approve pay and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Chipotle Mexican Grill, Inc. held its 2026 annual meeting of shareholders on June 11, 2026, with 1,121,739,569 shares of common stock represented in person or by proxy. Shareholders elected all ten director nominees to one-year terms, with each receiving over 1.0 billion votes in favor.

Shareholders also approved, on a nonbinding advisory basis, the compensation paid to Chipotle’s executive officers, with 973,639,399 votes for and 47,598,354 against. In addition, they approved the ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 1,050,087,750 votes for.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented at meeting 1,121,739,569 shares Common stock represented in person or by proxy at 2026 annual meeting
Say-on-pay votes for 973,639,399 votes Votes for approving executive compensation on a nonbinding, advisory basis
Say-on-pay votes against 47,598,354 votes Votes against executive compensation proposal
Auditor ratification votes for 1,050,087,750 votes Votes for ratifying Ernst & Young LLP as 2026 auditor
Auditor ratification votes against 66,089,192 votes Votes against ratifying Ernst & Young LLP
Example director support 1,020,985,579 votes for Votes for director nominee Scott Boatwright
broker non-votes financial
"BROKER NON-VOTES 1,001,217,518 ... 98,090,576"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
nonbinding, advisory basis financial
"The shareholders approved, on a nonbinding, advisory basis, the compensation"
independent registered public accounting firm financial
"ratification of the appointment of Ernst & Young LLP as Chipotle’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
ratification financial
"The shareholders approved the ratification of the appointment of Ernst & Young LLP"
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Understanding 8-K Material Events →
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

Source: View Original Filing on SEC EDGAR

FAQ

What did Chipotle (CMG) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing ten directors, approving executive compensation on a nonbinding advisory basis, and ratifying Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, providing direction on governance, pay, and audit oversight.

Were all Chipotle (CMG) director nominees elected at the 2026 annual meeting?

Yes, all ten Chipotle director nominees were elected to one-year terms. Each nominee received more than 1.0 billion votes in favor, with relatively small numbers of votes against or abstaining, indicating broad shareholder support for the existing board composition.

How did Chipotle (CMG) shareholders vote on executive compensation in 2026?

Shareholders approved Chipotle’s executive compensation on a nonbinding, advisory basis. The say-on-pay proposal received 973,639,399 votes for, 47,598,354 against, and 2,411,240 abstentions, plus 98,090,576 broker non-votes, signaling overall support for the disclosed pay practices.

Which audit firm did Chipotle (CMG) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as Chipotle’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received 1,050,087,750 votes for, 66,089,192 against, and 5,562,627 abstentions, with no broker non-votes reported for this item.

How many Chipotle (CMG) shares were represented at the 2026 annual meeting?

A total of 1,121,739,569 shares of Chipotle common stock were represented in person or by proxy. This level of representation reflects the voting base that participated in decisions on board elections, executive compensation, and auditor ratification at the 2026 annual meeting.

What does nonbinding advisory approval of Chipotle (CMG) executive pay mean?

Nonbinding advisory approval means shareholders expressed their view on executive compensation but did not directly change pay arrangements. The board considers the 973,639,399 votes in favor, 47,598,354 against, and 2,411,240 abstentions when evaluating future compensation policies and disclosures.

Filing Exhibits & Attachments

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