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): ~~April 29~~ 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 class	Trading Symbol(s)	Name of each exchange on which registered

Common stock, par value $0.01 per share	CMG	New 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 25.0207 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

~~On April 29, 2026,~~ Chipotle Mexican Grill, Inc. ~~issued~~(“Chipotle”) aheld ~~press~~its ~~release~~2026 ~~announcing~~annual ~~earnings~~meeting ~~and~~of ~~other~~shareholders ~~financial~~on ~~results~~June ~~for~~11, ~~our~~2026 ~~fiscal~~(the ~~quarter~~“Annual ~~ended~~Meeting”). ~~March~~At 31the Annual Meeting, ~~2026~~1,121,739,569 ~~and~~shares ~~that~~of ~~management~~common ~~would~~stock ~~review~~were ~~these~~represented ~~results~~ in aperson ~~conference~~or ~~call~~by atproxy. ~~4:30~~Final pmvoting ~~Eastern~~results ~~time~~for oneach ~~April 29,~~proposal ~~2026~~are set forth below.

~~Item~~Election ~~9.01~~of ~~Financial Statements and Exhibits.~~ Directors

~~Exhibit~~1. Chipotle ~~Index~~shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.

Exhibit Number		Exhibit Description
DIRECTOR NOMINEE	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
99.1		Chipotle Mexican Grill, Inc. Press Release, dated April 29, 2026
Albert Baldocchi	1,001,217,518	21,859,657	571,818	98,090,576
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
Scott Boatwright	1,020,985,579	2,105,915	557,499	98,090,576
Matthew Carey	1,016,160,244	6,931,904	556,845	98,090,576
Patricia Fili-Krushel	995,825,973	27,300,189	522,831	98,090,576
Laura Fuentes	1,017,851,654	5,286,406	510,933	98,090,576
Mauricio Gutierrez	1,017,857,901	5,219,669	571,423	98,090,576
Robin Hickenlooper	1,015,374,343	7,742,674	531,976	98,090,576
Scott Maw	1,013,657,465	9,430,120	561,408	98,090,576
Josh Weinstein	1,016,173,425	6,796,391	679,177	98,090,576
Mary Winston	1,011,306,021	11,830,374	512,598	98,090,576

~~SIGNATURES~~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.


FOR	AGAINST	ABSTAIN	BROKER 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.


FOR	AGAINST	ABSTAIN	BROKER 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.
April 29, 2026	By:	/s/ Matthew R. Bush
June 16, 2026	By:	/s/ Ilene Eskenazi
		Name: Matthew Bush
		Chief Legal and Human Resources Officer
		Title: Vice President, Controller (principal accounting officer and duly authorized signatory for the registrant)

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