Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 1
1
, 201
6
, at the annual meeting of shareholders of Chipotle Mexican Grill, Inc., Chipotle’s shareholders approved an
a
mendment to
Chipotle
’s Amended and Restated Certificate of Incorporation, as amended, to e
liminate a provision limiting the ability to call special meetings of shareholders to only the Board of Directors or the Chairman of the Board.
The
Amended and Restated Certificate of Incorporation, as amended,
previously included a provision
limiting the ability to call a special meeting of shareholders to only the Board of Directors or the Chairman of the Board,
and
as a result of shareholder approval of the proposed amendment,
that provision
has been
eliminated.
The amendment to Chipotle’s Amended and Restated Certificate of Incorporation, as amended, w
as
filed with the Secretary of State of the State of Delaware on Ma
y 11
, 2016.
In conjunction with
the
Board
’s
adoption
of the amendment described above to the Amended and Restated Certificate of Incorporation,
the Board also adopted amendments to Chipotle’s Amended and Restated Bylaws, conditioned on shareholder approval of the amendment to the certificate of incorporation,
to implement the right for shareholders to call special meetings of shareholders upon written request of one or more holders who own shares representing at least 25% of the outstanding shares of our common stock.
As a result of the amendment to the Amended and Restated Certificate of Incorporation, such bylaw amendments took immediate effect
as well
.
The bylaw amendments utilize a “net long” definition of stock ownership for purposes of determining whether shareholders requesting a special meeting satisfy the 2
5
% ownership threshold. Under the “net long” definition, a person will be deemed to “own” only those shares of outstanding common stock as to which the person possesses (i) the sole power to vote or direct the voting; (ii) the sole economic incidents of ownership (including the right to profits and risk of loss); and (iii) the sole power to dispose of or direct the disposition of such shares. The “net long” definition excludes ownership of derivative securities, as detailed further in the bylaw provisions.
The bylaw amendments further provide that to be in proper form to call a special meeting of shareholders, the shareholder request(s) for a meeting must include certain information, including a statement of the purposes of the meeting and the reasons for conducting such business at the meeting, as well as an acknowledgement that any sales of shares by the requesting shareholder(s) will be deemed a revocation of the special meeting request in respect of the shares disposed of, and that such shares will no longer be counted for purposes of determining that the 2
5
% ownership requirement has been satisfied. The requesting shareholder(s) will also be required to update the information provided to ensure that it is true and correct as of the record date for notice of the special meeting, and as of 1
5
days prior to such special meeting.
The bylaw amendments also excuse
Chipotle
from calling a shareholder-requested special meeting if we receive the request(s) for the meeting during the period beginning 90 days prior to the first anniversary date of the preceding annual meeting of shareholders and ending immediately following the final adjournment of the next annual meeting, or if a substantially similar item was presented at any meeting of shareholders held within 180 days prior to our receipt of the special meeting
request(
s) or is included in our notice of a shareholder meeting that has been called but no
t
yet held
. I
n addition, if a shareholder-requested meeting is called, our Board may instead
present the proposed item(s
) of
business at another meeting of shareholders held within 90 days after receipt of the shareholder request(s) for the special meeting.
If the conditions of the bylaw amendments are satisfied, we would be required to hold a shareholder-requested special meeting within 120 days after receipt of shareholder request(s) for the meeting, unless the proposed item(s) of business are presented at another meeting as described above. Business transacted at the meeting would be limited to the purpose(s) stated in the shareholder request(s) for a special meeting, and any other matters submitted to the meeting by the Board.
This summary of the
b
ylaw
amendment
s is qualified in its entirety by reference to the full text of
the Amended and Restated Bylaws
, which
are
filed as Exhibit
3.2
to this C
urrent Report on Form 8-K and are
incorporated into this filing by reference.