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| CHIPOTLE MEXICAN GRILL, INC. 610 Newport Center Drive Newport Beach, CA 92660
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CORRESP
June 3, 2021
Mr. Blaise Rhodes
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
Washington, D.C. 20549
Re: Chipotle Mexican Grill, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Form 8-K dated May 21, 2021
File No. 001-32731
Dear Mr. Rhodes:
This letter is in response to your letter dated May 25, 2021 providing comments on Chipotle Mexican Grill, Inc.’s (“Chipotle”) Form 8-K dated May 21, 2021. For your convenience, your comments have been reproduced in their entirety below, followed by Chipotle’s responses.
Form 8-K dated May 21, 2021
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year., page 1
1.We note the recent amendment to your bylaws pursuant to which you adopted an exclusive forum provision. Please confirm that in future filings, including as required by Form 10-Q and Form 10-K, you will include appropriate disclosure describing the provision, discussing the risks of the provision to investors, and addressing any uncertainty about the enforceability of the provision.
Chipotle’s Response
We appreciate the staff’s review of Chipotle’s Form 8-K dated May 21, 2021. In response to the staff’s comment, we confirm that in future filings, including as required by Form 10‑Q and Form 10-K, Chipotle will include appropriate disclosure describing the new forum selection provision that was added as Article XII to Chipotle’s Amended and Restated Bylaws, discussing the risks of the provision to investors, and addressing any uncertainty about the enforceability of the provision.
Mr. Blaise Rhodes
Securities and Exchange Commission
June 3, 2021
Page 2
If you have any questions or additional comments with respect to this response, please feel free to contact me by phone at (949) 524-4063 or by email at hkaminski@chipotle.com.
Very truly yours,
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/s/ Helen Kaminski
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Helen Kaminski
Deputy General Counsel, Compliance & Securities
cc: John R. Hartung, Chief Financial Officer
Roger Theodoredis, Chief Legal Officer
Jamie McConnell, Vice President, Controller