Chipotle 2013 Annual Report Download - page 106

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New Plan Benefits
The benefits that will be awarded or paid in the future under the amended and restated 2011 Stock Incentive
Plan cannot currently be determined. Awards granted under this plan after the date of our 2014 Annual Meeting
are within the discretion of the Compensation Committee, subject to limits on the maximum amounts that may be
awarded to any individual as described above as of March 17, 2014. As of March 17, 2014, the closing price of a
share of Chipotle common stock was $576.26.
Recent Equity Awards under the 2011 Stock Incentive Plan
On February 3, 2014, we granted stock-only stock appreciation rights to employees with respect to 726,950
shares. These equity awards are reflected in the shares available for grant information presented above. Grants
that we made to our named executive officers are set forth in the Grant of Plan-Based Awards in 2013 table on
page 57.
The Board of Directors recommends a vote FOR the approval of the proposed amendment increasing the
shares of common stock authorized for issuance under the Stock Incentive Plan.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table presents information regarding options and rights outstanding under our equity
compensation plans as of December 31, 2013. All options/SOSARs reflected are options to purchase common
stock.
(a)
Number of Securities
to be Issued Upon
Exercise of Outstanding
Options and Rights (1)
(b)
Weighted-Average
Exercise Price of
Outstanding Options and
Rights (1)
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities
reflected in column (a)) (2)
Equity Compensation Plans
Approved by Security Holders: . . . 1,760,851 $312.44 2,262,454
Equity Compensation Plans Not
Approved by Security Holders: . . . None. N/A None.
Total ........................... 1,760,851 $312.44 2,262,454
(1) Includes shares issuable in connection with performance shares, which will be issued based on achievement
of performance criteria associated with the awards, with the number of shares issuable dependent on our
level of performance. The weighted-average exercise price in column (b) includes the weighted-average
exercise price of stock options and SOSARs only.
(2) Includes 2,013,854 shares remaining available under the Chipotle Mexican Grill, Inc. 2011 Stock Incentive
Plan, without giving effect to the amendments being proposed in Proposal D, and 248,600 shares remaining
available under the Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan. In addition to being
available for future issuance upon exercise of SOSARs or stock options that may be granted after
December 31, 2013, all of the shares available for grant under the Chipotle Mexican Grill, Inc. 2011 Stock
Incentive Plan may instead be issued in the form of restricted stock, restricted stock units, performance
shares or other equity-based awards. Each share underlying a full value award such as restricted stock,
restricted stock units or performance shares counts as two shares used against the total number of securities
authorized under the plan.
34
Proxy Statement