Chipotle 2013 Annual Report Download - page 113
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While there is no connection between supermajority voting rights and executive compensation, the
proponents attempt to support their proposal with statements about executive compensation matters at
Chipotle. The proponents’ supporting statement makes a number of observations about executive compensation
matters, thereby implying that there is a connection between supermajority voting provisions and executive
compensation. For instance, the supporting statement includes an observation of an amount of pay realized by
our Chairman and Co-CEO, and states that Chipotle has not “incorporated links to environmental or social
performance in its current incentive pay policies.” These statements appear to suggest that the proposal seeks to
recommend changes to Chipotle’s compensation program or the terms of our equity compensation awards. But
the proposal does nothing of the sort and is not at all directed at compensation matters. Moreover, the supporting
statement asserts that “Unvested equity pay would not lapse upon CEO termination.” In actuality, as disclosed in
detail on pages 62 through 66 below, in the event of termination of the employment of a holder of outstanding
equity compensation awards, such awards would terminate, except in narrowly defined circumstances such as
death, disability, or retirement. As a result, this statement is demonstrably false and misleading, and in any event
does not constitute a basis for depriving shareholders of the benefits of the limited supermajority provisions we
have in place.
In view of the foregoing, our Board has determined that the proposal is unwarranted and should be rejected.
The Board of Directors recommends a vote AGAINST this shareholder proposal.
41
Proxy Statement