Chipotle Investors Drop Effort To Split Chairman And CEO Roles

Shares of Chipotle Mexican Grill (CMG) are edging higher in morning trading after the company disclosed that a group of shareholders withdrew their proposal to split the chief executive officer and chairman roles. The shareholders also agreed to a deal whereby the company will further strengthen the board's lead director position.

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PROPOSAL TO SPLIT ROLES WITHDRAWN: Chipotle disclosed in a regulatory filing on Thursday that shareholders Amalgamated Bank and CtW Investment Group have withdrawn their proposal calling for the company to separate the positions of chairman and CEO and appoint an independent chairman. The investors had pressured Chipotle to name an independent chairman to "help rehabilitate the burrito chain's brand." Chipotle said in yesterday's filing that it was not only "appropriate but also important" for Ells to serve as both chairman and CEO, adding that "As the founder of our company, he has since our inception been the principal architect of our corporate strategy and vision, and continues to be a primary driving force to keep our company innovative and striving for constant improvement."

BOLSTERING LEAD DIRECTOR ROLE: Under the terms of the agreement with Amalgamated and Ctw, Chipotle agreed to strengthen the lead director position held by Neil Flanzraich, who has been an independent director since September 2014, saying that "The Board believes that maintaining a lead director position held by an independent director ensures that our outside directors remain independent of management and provide objective oversight of our business and strategy." As lead director, Flanzraich will, among other things, write an annual letter to shareholders beginning in 2018 and lead the annual performance evaluation of CEO Ells.

WHAT'S NOTABLE: In December, co-CEO Monty Moran stepped down, leaving founder Steve Ells as the company's sole CEO. Moran also stepped down from his board seat and will retire from Chipotle in 2017. At the time, Flanzraich commented that "Given the ongoing challenges facing the company, the board felt strongly that it was best for Steve to resume leadership of the company going forward." In December, Chipotle, under pressure from activist investor Bill Ackman, appointed four more members to its board, including nominees from Ackman's Pershing Square Capital Management. At the time, Pershing Square partner Ali Namvar and former McDonald's (MCD) CFO Matthew Paull, who serves on Pershing's advisory board, were appointed to the board along with Paul Cappuccio, EVP at Time Warner (TWX), and Robin Hickenlooper, SVP of corporate development at Liberty Global (LBTYA). Earlier this month Chipotle said four of its 12 directors would not stand for re-election at its shareholder meeting in May. John Charlesworth, Patrick Flynn, Darlene Friedman and Stephen Gillett, four of its 12 directors, will not stand for board re-election at the company's annual meeting of shareholders on May 25. Chipotle said their decisions not to stand for re-election are not related to any disagreement with Chipotle or with Chipotle's operations, policies or practices.

PRICE ACTION: Chipotle is up about 1% to $448.10 in morning trading.

OTHERS TO WATCH: Other quick service and fast casual restaurants include McDonald's, Panera Bread (PNRA), Sonic (SONC), Restaurant Brands International (QSR), Wendy's (WEN) and Yum! Brands (YUM).



 

Disclosure: None.

OTHERS TO WATCH: Many others in the retail sector are lower this morning, including Macy's, Kohl's, American Eagle, ...

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