Chipotle 2013 Annual Report Download - page 75

What constitutes a quorum?
A quorum is necessary to conduct business at the annual meeting. At any meeting of our shareholders, the
holders of a majority in voting power of our outstanding shares of common stock entitled to vote at the meeting,
present in person or by proxy, constitutes a quorum for all purposes. You are part of the quorum if you have
voted by proxy. Abstentions, broker non-votes and votes withheld from director nominees count as “shares
present” at the meeting for purposes of determining whether a quorum exists. A broker non-vote occurs when a
broker, bank or other nominee who holds shares for another does not vote on a particular item because the
nominee has not received instructions from the owner of the shares and does not have discretionary voting
authority for that item.
What vote is required to approve each proposal?
Proposal A – The three nominees for director receiving the highest number of votes cast in person or
by proxy at the annual meeting will be elected. If you mark your proxy to “withhold”
your vote for a particular nominee on your proxy card, your vote will not count “for” the
nominee. Broker non-votes will not count as votes “for” or “withhold” votes.
Proposals B, C, D, E and F – The say-on-pay vote, ratification of the appointment of Ernst & Young LLP
as our independent registered public accounting firm for the year ending December 31,
2014, the proposal to approve the Amended and Restated Chipotle Mexican Grill, Inc.
2011 Stock Incentive Plan, and approval of the shareholder proposals (if properly
presented at the meeting) each require the affirmative vote of a majority of the votes
cast at the annual meeting in order to be approved. Because the say-on-pay vote and the
vote on the shareholder proposals are advisory, they will not be binding on the Board or
Chipotle. However, the Board will review the voting results and take them into
consideration when making future decisions regarding executive compensation, as well
as sustainability reporting and the voting provisions in our charter. Ratification of our
appointment of independent auditors is not required and therefore the vote on proposal
C is also advisory only. See proposal C for additional information about the effect of the
voting outcome on this proposal. Abstentions and broker non-votes are not counted as
votes cast and will have no effect on the outcome of any of these proposals.
How is this proxy statement being delivered?
We have elected to deliver our proxy materials electronically over the Internet as permitted by rules of the
Securities and Exchange Commission, or SEC. As required by those rules, we are distributing to our shareholders
of record and beneficial owners as of the close of business on March 17, 2014 a Notice of Internet Availability of
Proxy Materials. On the date of distribution of the notice, all shareholders and beneficial owners will have the
ability to access all of the proxy materials at the URL address included in the notice. These proxy materials are
also available free of charge upon request at 1-800-690-6903, or by e-mail at [email protected], or
by writing to Chipotle Mexican Grill, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Requests
by e-mail or in writing should include the 12-digit control number included on the notice you received.
If you would like to receive the Notice of Internet Availability of Proxy Materials via e-mail rather than
regular mail in future years, please follow the instructions on the notice, or enroll on the Investors page of our
web site at www.chipotle.com. Delivering future notices by e-mail will help us reduce the cost and
environmental impact of our annual meeting.
Who is bearing the cost of this proxy solicitation?
We will bear the cost of preparing, assembling and mailing the Notice of Internet Availability of Proxy
Materials; of making these proxy materials available on the Internet and providing hard copies of the materials to
shareholders who request them; and of reimbursing brokers, nominees, fiduciaries and other custodians for the
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Proxy Statement