Def 14A

WouldUNITED STATES

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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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

  

Definitive Proxy Statement

  

Definitive Additional Materials

  

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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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.





 

 

,  2018



Amended and Restated Chipotle Mexican Grill, Inc.

2011 Stock Incentive Plan

As of

March 31,  2018

Shares Available for Grant

1,274,342

Full-Value Awards Outstanding(1)

284,056

Stock Options/Appreciation Rights Outstanding

2,538,802

      Weighted Average Exercise Price of Options/Appreciation Rights Outstanding

$455.07

      Weighted Average Remaining Years of Contractual Life

4.1



(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. 





 

 

 

 

 

 

Detail Regarding

Full Value Awards Under Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan

2018 (through 3/31/2018)

2017

Time-Based

Performance-Based

Total

Time-Based

Performance-Based

Total

Outstanding, Jan. 1

80,333

132,554

212,887

9,401

115,942

125,343

Granted

103,964

24,235

128,199

90,296

36,400

126,696

Vested

(300)

(29,117)

(29,417)

(7,965)

(7,965)

Forfeited or cancelled

(3,659)

(23,954)

(27,613)

(11,399)

(19,788)

(31,187)

Outstanding, end of period

180,338

103,718

284,056

80,333

132,554

212,887

Weighted average remaining recognition period of non-vested stock awards probable of vesting (yrs)

1.9

2.0

 

1.6

1.5

 

Unearned compensation for non-vested stock awards

$42,701,431

$19,668,229

 

$18,070,605

$22,493,186

 

Aggregate intrinsic value of outstanding non-vested stock awards probable of vesting (2)

$51,424,895

$31,011,106

 

$20,257,995

$33,815,643

 





 

 

 

 

 

 

Detail Regarding

Full Value Awards Under Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan

2016

2015

Time-Based

Performance-Based

Total

Time-Based

Performance-Based

Total

Outstanding, Jan. 1

9,513

106,492

116,005

4,087

66,000

70,087

Granted

6,723

83,250

89,973

6,916

40,492

47,408

Vested

(6,685)

(6,685)

(1,030)

(1,030)

Forfeited or cancelled

(150)

(73,800)

(73,950)

(460)

(460)

Outstanding, end of period

9,401

115,942

125,343

9,513

106,492

116,005







(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.