0001058090FALSE00010580902024-08-122024-08-12

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 12, 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 12, 2024, Brian Niccol notified Chipotle Mexican Grill, Inc. (“Chipotle”) of his decision to leave Chipotle on August 31, 2024. Mr. Niccol has served as Chipotle’s Chief Executive Officer since 2018 and as Chairman of the Board since 2020.
Chipotle’s Board of Directors has appointed Scott Boatwright, 51, as Interim Chief Executive Officer, effective immediately. Mr. Boatwright joined Chipotle in May 2017 and currently serves as Chipotle’s Chief Operating Officer with direct accountability for all restaurant operations. Prior to joining Chipotle, Mr. Boatwright spent 18 years with Arby’s Restaurant Group, a quick serve restaurant company, in various leadership positions, including for the last six years as the Senior Vice President of Operations.
In addition, Jack Hartung, who recently announced his retirement from Chipotle in 2025, has agreed to remain with Chipotle indefinitely as President, Strategy, Finance & Supply Chain to ensure a smooth transition. In this new role, Mr. Hartung will support Mr. Boatwright as Interim Chief Executive Officer, and continue his current oversight of Adam Rymer, Vice President, Finance and incoming Chief Financial Officer, as well as Carlos Londono, Vice President, Supply Chain.
With this leadership change, Scott Maw, Chipotle’s Lead Independent Director, has been named Chairman of the Board, effective immediately.
Item 7.01Regulation FD Disclosure.
On August 13, 2024, Chipotle issued a press release announcing the changes described above. 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 13, 2024By:/s/ Roger Theodoredis
General Counsel & Chief Legal Officer

Exhibit 99.1
picture1.jpg
PR Contact: Laurie Schalow
(949) 524-4035
MediaRelations@chipotle.com
IR Contact: Cindy Olsen, CFA
(949) 524-4205
Cindy.Olsen@chipotle.com
CHIPOTLE ANNOUNCES CEO DEPARTURE
SCOTT BOATWRIGHT, COO AND 7-YEAR CHIPOTLE VETERAN, NAMED INTERIM CEO
JACK HARTUNG TO REMAIN WITH COMPANY AS PRESIDENT, STRATEGY, FINANCE & SUPPLY CHAIN
NEWPORT BEACH, Calif. – August 13, 2024 – Chipotle Mexican Grill, Inc. (NYSE: CMG) today announced that Brian Niccol, Chairman and Chief Executive Officer, has accepted the role as Chairman and Chief Executive Officer of Starbucks and will be leaving the Company effective August 31, 2024. Niccol has served as Chipotle’s CEO since 2018 and as Chairman of the Board since 2020.
Chipotle’s Board of Directors has appointed Scott Boatwright, Chief Operating Officer, as Interim CEO. Boatwright joined Chipotle in 2017 and has been instrumental in driving restaurant operations for the company’s more than 120,000 employees and over 3,500 restaurants. He also led the integration of new technology into restaurants, built a strong culture aligned to the organization’s values, and achieved industry-leading retention rates yielding impressive results and improvements in throughput and the overall guest experience. Boatwright played a critical role as part of the leadership team that created and executed the turnaround strategy that has delivered incredible results since it began in 2018. Boatwright and the esteemed leadership team will continue to execute the company’s strategic plan without interruption.
In addition, Jack Hartung, who recently announced his retirement from Chipotle in 2025, has agreed to remain with the organization indefinitely as President of Strategy, Finance and Supply Chain to ensure a smooth transition. In this new role, Hartung will support Boatwright as Interim CEO, and continue his current oversight of Adam Rymer, Vice President, Finance and incoming CFO, as well as Carlos Londono, global head of Supply Chain.
With this leadership change, Scott Maw, Chipotle’s Lead Independent Director, has been named Chairman of the Board, effective immediately. “Thanks to our robust talent planning process, we are well-prepared for events like this due to the deep bench within the organization,” said Scott Maw, Chipotle’s Chairman of the Board. “The board is excited to see other strong leaders expand their roles and provide growth and development for more people in the organization,” added Maw.
“I’m incredibly proud of the work that has been accomplished since I joined Chipotle in 2018,” said Brian Niccol. “The strategic priorities this team has put in place have positioned Chipotle to win today and enable future growth. It’s hard to leave such a great company and all of the talented people I’ve had the pleasure to work with, but I depart knowing the business is in great shape and poised for growth with a strong, experienced leadership team.”
Scott Boatwright added: “I have the utmost confidence in our five key strategies and I’m excited for the new opportunity to lead the business moving forward. We have a world-class organization full of talented leaders who are passionate about our brand and purpose and excited for the long-term opportunity to grow to 7,000 restaurants in North America and expand internationally."



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.
Forward-Looking Statements
Certain statements in this press release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about Chipotle’s future growth potential and statements that begin with words such as “anticipate”, “believe”, “could”, “should”, “may”, and similar terms and phrases. The forward-looking statements in this press release are based on currently available operating, financial and competitive information available to us as of the date of this release and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements, including but not limited to: increasing wage inflation, and the competitive labor market; the impact of any union organizing efforts and our responses to such efforts; increasing supply costs; risks of food safety incidents and food-borne illnesses; risks associated with our reliance on certain information technology systems and potential material failures, interruptions or outages; privacy and cyber security risks; the impact of competition, including from sources outside the restaurant industry; the impact of federal, state or local government regulations relating to our employees, employment practices, restaurant design and construction, and the sale of food or alcoholic beverages; our ability to achieve our planned growth, such as the costs and availability of suitable new restaurant sites, construction materials and contractors; the expected costs and risks related to our international expansion; increases in ingredient and other operating costs due to inflation, global conflicts, severe weather and climate change, our Food with Integrity philosophy, tariffs or trade restrictions; intermittent supply shortages; the uncertainty of our ability to achieve expected levels of comparable restaurant sales due to factors such as changes in guests' perceptions of our brand, including as a result of negative publicity or social media posts, decreased consumer spending, or the inability to increase menu prices or realize the benefits of menu price increases; risks associated with our digital business, including risks arising from our reliance on third party delivery services and the IT infrastructure; litigation risks, including possible governmental actions and potential class action litigation related to food safety incidents, cybersecurity incidents, employment or privacy laws, advertising claims, contract disputes or other matters; and other risk factors described from time to time in our SEC reports, including our annual report on Form 10-K and quarterly reports on Form 10-Q, all of which are available on the investor relations page of our website at ir.Chipotle.com.

v3.24.2.u1
Cover
Aug. 12, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 12, 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
Chipotle Mexican Grill (NYSE:CMG)
Historical Stock Chart
From Aug 2024 to Sep 2024 Click Here for more Chipotle Mexican Grill Charts.
Chipotle Mexican Grill (NYSE:CMG)
Historical Stock Chart
From Sep 2023 to Sep 2024 Click Here for more Chipotle Mexican Grill Charts.