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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
፤ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
or
អTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-32731
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1219301
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1543 Wazee Street, Suite 200 Denver, CO 80202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 595-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Class A common stock, par value $0.01 per share New York Stock Exchange
Securities Registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes អNo ፤
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes អNo ፤
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 of 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes អNo ፤
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ፤
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer or a non-accelerated filer
(as defined in Rule 12b-2 of the Act).
អ Large accelerated filer អ Accelerated filer ፤ Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes អNo ፤
The initial public offering of Chipotle Mexican Grill, Inc.’s Class A common stock, par value of $0.01 per share,
commenced on January 26, 2006. There was no public market for the Company’s common stock prior to that date.
As of March 9, 2006 there were 9,103,605 shares of the registrant’s Class A common stock, par value of $0.01 per
share, and 23,433,999 shares of the registrant’s Class B common stock, par value of $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the registrant’s definitive proxy statement for the 2006
annual meeting of stockholders, which proxy statement will be filed no later than 120 days after the close of the
registrant’s fiscal year ended December 31, 2005.