Chipotle 2013 Annual Report Download - page 77

Download and view the complete annual report

Please find page 77 of the 2013 Chipotle annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 164

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164

(1) Based solely on a report on Schedule 13G/A filed on February 14, 2014. Various persons have the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of
common stock reflected as beneficially owned by FMR LLC. The interest of one person, Fidelity
Contrafund, an investment company registered under the Investment Company Act of 1940, in the shares of
common stock reflected as beneficially owned by FMR LLC amounted to 1,707,093 shares or 5.49% of the
total outstanding common stock at March 17, 2014. The address of FMR LLC is 245 Summer Street,
Boston, Massachusetts 02210.
(2) Based solely on a report on Schedule 13G filed on February 13, 2013. The address of Sands Capital
Management, LLC is 1101 Wilson Blvd. Suite 2300, Arlington, Virginia, 22209.
(3) Based solely on a report on Schedule 13G/A filed on February 12, 2014. Shares beneficially owned by
T. Rowe Price Associates, Inc. (Price Associates) are owned by various individual and institutional investors
which Price Associates serves as investment adviser with power to direct investments and/or sole power to
vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price
Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities. The address of Price Associates is 100
E. Pratt Street, Baltimore, Maryland, 21202.
(4) Based solely on a report on Schedule 13G/A filed on February 12, 2014. The address of The Vanguard
Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania, 19355.
(5) A portion of the shares beneficially owned by Mr. Ells, Mr. Moran, Mr. Baldocchi and Ms. Friedman are
entitled to piggyback registration rights.
(6) Shares beneficially owned by Mr. Ells include: 112,259 shares held in estate-planning entities of which
Mr. Ells is the manager and the equity interests in which are held by trusts with a number of potential
beneficiaries; and 75,000 shares underlying vested stock appreciation rights.
(7) Shares beneficially owned by Mr. Moran include 295,000 shares underlying vested stock appreciation
rights.
(8) Shares beneficially owned by Mr. Hartung include: 19,782 shares in a revocable trust for Mr. Hartung’s
benefit and of which his spouse is the trustee; 72 shares beneficially owned by his children; and 50,000
shares underlying vested stock appreciation rights. Mr. Hartung disclaims beneficial ownership of the shares
beneficially owned by his children.
(9) Shares beneficially owned by Mr. Blessing include 44,000 shares underlying vested stock appreciation
rights.
(10) Shares beneficially owned by Mr. Crumpacker include 15,000 shares underlying vested stock appreciation
rights.
(11) Shares beneficially owned by Messrs. Baldocchi, Charlesworth, Flanzraich and Flynn and Ms. Friedman
include 733 shares underlying unvested restricted stock units, which are deemed to be beneficially owned
because each such director is retirement-eligible and the vesting of the awards accelerates in the event of the
director’s retirement.
(12) Shares beneficially owned by Mr. Baldocchi include 68,010 shares owned jointly by Mr. Baldocchi and his
spouse.
(13) Shares beneficially owned by Ms. Friedman include 4,000 shares held by a revocable trust of which
Ms. Friedman is a co-trustee.
(14) Excludes 86 shares underlying unvested restricted stock units which will vest on December 3, 2015, and 227
shares underlying unvested restricted stock units which will vest on May 17, 2016.
(15) Excludes 70 shares underlying unvested restricted stock units which will vest on September 1, 2016.
(16) See Notes (5) through (15). Shares beneficially owned by Mr. Blessing are included in these amounts
notwithstanding his retirement as of October 31, 2013.
5
Proxy Statement