8-KLeadership ChangesMaterial AgreementsExhibits & Filings

CHIPOTLE MEXICAN GRILL INC 8-K Report, Material Agreement (Mar 21, 2007)

Filed March 21, 2007For Securities:CMG

Summary

This 8-K filing from Chipotle Mexican Grill, Inc. (CMG) on March 20, 2007, primarily details two key events: the approval of a standard form of Indemnification Agreement for its executive officers and directors, and the appointment of Neil W. Flanzraich to its Board of Directors. The Indemnification Agreement aims to protect Chipotle's leadership by covering legal expenses and liabilities incurred while serving the company, to the fullest extent permitted by law. This is a routine measure to ensure the company can attract and retain qualified individuals in leadership roles. The appointment of Mr. Flanzraich as an independent director brings new expertise to the board. Investors should note his compensation structure as an outside director, which includes a mix of cash and stock awards.

Key Highlights

  • 1Chipotle approved a standard Indemnification Agreement for its executive officers and directors, effective March 15, 2007.
  • 2The agreement ensures indemnification and advancement of expenses for legal proceedings related to service as an officer or director.
  • 3Neil W. Flanzraich was appointed to Chipotle's Board of Directors on March 15, 2007.
  • 4Outside directors, including Mr. Flanzraich, receive an annual retainer of $80,000, with half in cash and half in Class A common stock.
  • 5Directors are compensated $1,500 per board meeting attended and $1,000 per committee meeting attended (or $500 for telephonic committee attendance).
  • 6Directors are reimbursed for expenses incurred in their service.
  • 7Mr. Flanzraich will also enter into the standard Indemnification Agreement.

Frequently Asked Questions

The Indemnification Agreement is designed to protect Chipotle's executive officers and directors by agreeing to cover their legal expenses and liabilities that may arise from their service to the company, to the maximum extent permitted by law. This helps ensure the company can attract and retain qualified leadership.

Neil W. Flanzraich was appointed to Chipotle's Board of Directors on March 15, 2007. While the filing doesn't detail the specific reasons for his appointment, it's typical for new directors to bring relevant experience and expertise to guide the company's strategy and governance.

Outside directors at Chipotle, like Mr. Flanzraich, receive an annual retainer of $80,000, which is split equally between cash ($40,000) and Class A common stock. They also receive per-meeting fees for attending Board and committee meetings, and are reimbursed for their expenses.

The agreement provides indemnification to the fullest extent permitted by law, but it does include certain exclusions from Chipotle's obligations. The specifics would be detailed in the full text of the agreement filed as Exhibit 10.1.