Chipotle 2013 Annual Report Download - page 78

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PROPOSAL A
ELECTION OF THREE DIRECTORS
Our Board of Directors has nine members currently divided into three classes. Each director elected prior to
this year’s annual meeting was elected to a three year term and will continue in office until a successor has been
elected and qualified, subject to the director’s earlier resignation, retirement or removal from office. The current
term of office of our Class III directors will end at this year’s annual meeting of shareholders, and as a result of
changes to our certificate of incorporation approved at the 2013 annual meeting, the directors elected at this
year’s annual meeting will be elected for a one year term as Class I directors ending at the annual meeting of
shareholders in 2015. The current term of office of the previously-serving Class I directors will also end at the
annual meeting in 2015, and the term of our Class II directors will end at the annual meeting in 2016. Therefore,
beginning with the annual meeting in 2016, all directors will be elected on an annual basis.
John Charlesworth, Monty Moran and Kimbal Musk are currently serving as Class III directors and are the
nominees for election as directors to serve for a one year term as Class I directors expiring at the 2015 annual
meeting. Each of the nominees was nominated by the Board upon the recommendation of the Nominating and
Corporate Governance Committee, and has consented to serve if elected. If any nominee is unable to serve or
will not serve for any reason, the persons designated on the accompanying form of proxy will vote for other
candidates in accordance with their judgment. We are not aware of any reason why the nominees would not be
able to serve if elected.
The three nominees for director receiving the highest number of votes cast in person or by proxy at the
annual meeting will be elected. “Withhold” votes and broker non-votes will not be treated as a vote for any
particular director and will not affect the outcome of the election of directors.
The Board of Directors recommends a vote FOR the election of Messrs. Charlesworth, Moran and Musk
as Class I directors.
6
Proxy Statement