Chipotle 2008 Annual Report Download - page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ÈANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
or
‘TRANSITION 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
incorporation or organization)
(IRS Employer
Identification No.)
1401 Wynkoop Street, Suite 500 Denver, CO 80202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: [phone]
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
Class B 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 ÈNo ‘
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 ‘No È
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 ÈNo ‘
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. È
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act (check one).
ÈLarge accelerated filer ‘Accelerated filer ‘Non-accelerated filer
(do not check if a
smaller reporting
company)
‘Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes ‘No È
As of June 30, 2008, the aggregate market value of the registrant’s outstanding common equity held by nonaffiliates was
$1.27 billion, based on the closing prices of the registrant’s class A and class B common stock on June 30, 2008, the last
trading day of the registrant’s most recently completed second fiscal quarter. For purposes of this calculation, shares of
class A and class B common stock held by each executive officer and director and by holders of more than 5% of the
outstanding class A or class B common stock have been excluded since those persons may under certain circumstances be
deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 16, 2009 there were 14,601,897 shares of the registrant’s class A common stock, par value of $0.01 per
share, and 17,501,587 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 2009 annual
meeting of shareholders, which will be filed no later than 120 days after the close of the registrant’s fiscal year ended
December 31, 2008.
Annual Report