Chipotle 2012 Annual Report Download - page 71

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CHIPOTLE MEXICAN GRILL, INC.
1401 Wynkoop Street, Suite 500
Denver, CO 80202
PROXY STATEMENT
ANNUAL MEETING INFORMATION
This proxy statement contains information related to the annual meeting of shareholders of Chipotle
Mexican Grill, Inc. to be held on Friday, May 17, 2013, beginning at 8:00 a.m. at The Westin Denver Downtown,
1672 Lawrence Street, Denver, Colorado. This proxy statement was prepared under the direction of Chipotle’s
Board of Directors to solicit your proxy for use at the annual meeting. It will be made available to shareholders
on or about March 27, 2013.
Who is entitled to vote and how many votes do I have?
If you were a shareholder of record of our common stock on March 21, 2013, you are entitled to vote at the
annual meeting, or at any postponement or adjournment of the annual meeting. On each matter to be voted on,
you may cast one vote for each share of common stock you hold. As of March 21, 2013, there were
30,945,666 shares of common stock outstanding and entitled to vote.
What am I voting on?
You will be asked to vote on six proposals:
Proposal A – Election of three directors: Al Baldocchi, Neil Flanzraich and Darlene
Friedman.
Proposal B – An advisory vote to approve the compensation of our executive officers as
disclosed in this proxy statement (“say-on-pay”).
Proposal C – Ratification of the selection of Ernst & Young LLP as our independent
registered public accounting firm for the year ending December 31, 2013.
Proposal D – A proposal to approve the Chipotle Mexican Grill 2014 Cash Incentive
Plan.
Proposal E – A proposal to amend our certificate of incorporation to eliminate the
classification of the Board of Directors and provide for annual elections of
all directors.
Proposal F – A shareholder proposal, if properly presented at the meeting.
The Board of Directors is not aware of any other matters to be presented for action at the meeting.
How does the Board of Directors recommend I vote on the proposals?
The Board of Directors recommends a vote FOR each candidate for director, FOR proposals B, C, D and E,
and AGAINST proposal F.
How do I vote?
If you hold your shares through a broker, bank, or other nominee in “street name,” you need to submit
voting instructions to your broker, bank or other nominee in order to cast your vote. In most instances you can do
this over the Internet. The Notice of Internet Availability of Proxy Materials that was provided to you has
1
Proxy Statement