SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
CHIPOTLE MEXICAN GRILL, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Chipotle Mexican Grill, Inc. has made annual equity awards under the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan to a broad-based group of company employees, and is furnishing this report to provide updated information regarding shares remaining available for issuance under the Plan after giving effect to such awards. In connection with Proposal 4 in Chipotle’s proxy statement for the 2018 annual meeting of shareholders, in which Chipotle is proposing to amend the 2011 Stock Incentive Plan to, among other changes, make an additional 1,270,000 shares of common stock available under the plan, the following table presents information as of March 31, 2018 regarding shares available for grant, and options and rights outstanding, under the 2011 Stock Incentive Plan. All options reflected are stock-only stock appreciation rights denominated in shares of Chipotle common stock.
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Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan |
As of March 31, 2018 |
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Shares Available for Grant |
1,274,342 |
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Full-Value Awards Outstanding(1) |
284,056 |
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Stock Options/Appreciation Rights Outstanding |
2,538,802 |
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Weighted Average Exercise Price of Options/Appreciation Rights Outstanding |
$455.07 |
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Weighted Average Remaining Years of Contractual Life |
4.1 |
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(1) |
Includes 103,718 shares underlying awards with performance-based vesting conditions. See further detail below regarding full value award history. |
Additionally, Chipotle is making the following information available regarding full value awards granted under the plan over the three-year period from 2015 to 2017 and in the three months ended March 31, 2018.
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Detail Regarding Full Value Awards Under Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan |
2018 (through 3/31/2018) |
2017 |
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Time-Based |
Performance-Based |
Total |
Time-Based |
Performance-Based |
Total |
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Outstanding, Jan. 1 |
80,333 |
132,554 |
212,887 |
9,401 |
115,942 |
125,343 |
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Granted |
103,964 |
24,235 |
128,199 |
90,296 |
36,400 |
126,696 |
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Vested |
(300) |
(29,117) |
(29,417) |
(7,965) |
– |
(7,965) |
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Forfeited or cancelled |
(3,659) |
(23,954) |
(27,613) |
(11,399) |
(19,788) |
(31,187) |
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Outstanding, end of period |
180,338 |
103,718 |
284,056 |
80,333 |
132,554 |
212,887 |
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Weighted average remaining recognition period of non-vested stock awards probable of vesting (yrs) |
1.9 |
2.0 |
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1.6 |
1.5 |
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Unearned compensation for non-vested stock awards |
$42,701,431 |
$19,668,229 |
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$18,070,605 |
$22,493,186 |
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Aggregate intrinsic value of outstanding non-vested stock awards probable of vesting (2) |
$51,424,895 |
$31,011,106 |
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$20,257,995 |
$33,815,643 |
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Detail Regarding Full Value Awards Under Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan |
2016 |
2015 |
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Time-Based |
Performance-Based |
Total |
Time-Based |
Performance-Based |
Total |
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Outstanding, Jan. 1 |
9,513 |
106,492 |
116,005 |
4,087 |
66,000 |
70,087 |
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Granted |
6,723 |
83,250 |
89,973 |
6,916 |
40,492 |
47,408 |
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Vested |
(6,685) |
– |
(6,685) |
(1,030) |
– |
(1,030) |
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Forfeited or cancelled |
(150) |
(73,800) |
(73,950) |
(460) |
– |
(460) |
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Outstanding, end of period |
9,401 |
115,942 |
125,343 |
9,513 |
106,492 |
116,005 |
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(2) |
Performance-based columns include 58,582 shares granted in 2016 with market performance conditions that will not vest unless our stock price exceeds an average of $700.00 per share for a 60 trading day period, and 24,268 shares granted in 2017 with market performance conditions that will not vest unless our stock price exceeds an average of $600.00 per share for a 60 trading day period. The aggregate intrinsic value reported for these market based performance shares was $26,769,664 as of March 31, 2018 and $23,946,136 as of December 31, 2017, notwithstanding that our stock price was significantly below the vesting thresholds as of each of those dates. |