Chipotle 2012 Annual Report Download - page 85

Lead Director
Mr. Baldocchi has served as Lead Director since December 2006. 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. The Lead Director chairs Board
meetings during any sessions conducted as executive sessions without employee directors or other employees
being present, and also consults with the Chairman, the Co-Chief Executive Officers and the Chief Financial
Officer on business issues and with the Nominating and Corporate Governance Committee on Board
management. Mr. Baldocchi’s term as Lead Director was renewed in December 2009 by all of the independent
directors, upon recommendation of the Nominating and Corporate Governance Committee.
How to Contact the Board of Directors
Any shareholder or other interested party may contact the Board of Directors, including the Lead Director or
the non-employee directors as a group, or any individual director or directors, by writing to the intended
recipient(s) in care of Chipotle Mexican Grill, Inc., 1401 Wynkoop Street, Suite 500, Denver, Colorado, 80202,
Attention: Corporate Secretary. Any communication to report potential issues regarding accounting, internal
controls and other auditing matters will be directed to the Audit Committee. Our corporate Secretary or general
counsel, or their designees, will review and sort communications before forwarding them to the addressee(s),
although communications that do not, in the opinion of the Secretary or our general counsel, deal with the
functions of the Board or a committee or do not otherwise warrant the attention of the addressees may not be
forwarded.
Executive Sessions
Non-management directors met in executive session without management at the end of each regularly-
scheduled Board meeting during 2012. Mr. Baldocchi, as Lead Director, chaired the non-employee executive
sessions of the Board held during 2012. The Board expects to conduct an executive session limited to non-
employee Board members at each regularly-scheduled Board meeting during 2013, and independent directors
may schedule additional sessions in their discretion.
At regularly-scheduled meetings of the Audit Committee, Compensation Committee, and Nominating and
Corporate Governance Committee, executive sessions are generally held at the end of each meeting, with only
the committee members or the committee members and their advisors present, to discuss any topics the
committee members deem necessary or appropriate.
Director Nomination Process
The Nominating and Corporate Governance Committee is responsible for establishing criteria for nominees
to serve on our Board, screening candidates, and recommending for approval by the full Board candidates for
vacant Board positions and for election at each annual meeting of shareholders. The committee’s policies and
procedures for consideration of Board candidates are described below. Messrs. Baldocchi and Flanzraich and
Ms. Friedman, the nominees for election as directors at this year’s annual meeting, were recommended to the
Board as nominees by the Nominating and Corporate Governance Committee.
The committee considers candidates suggested by its members, other directors, senior management and
shareholders. The committee is authorized under its charter to retain, at our expense, search firms, consultants,
and any other advisors it may deem appropriate to identify and screen potential candidates. The committee may
also retain a search firm to evaluate and perform background reviews on director candidates, including those
recommended by shareholders. Any advisors retained by the committee will report directly to the committee.
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Proxy Statement