Chipotle 2013 Annual Report Download - page 97

PROPOSAL D
A PROPOSAL TO APPROVE
THE AMENDED AND RESTATED CHIPOTLE MEXICAN GRILL, INC. 2011 STOCK INCENTIVE
PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR
ISSUANCE UNDER THE PLAN AND MAKE OTHER CHANGES TO THE TERMS OF THE PLAN
Introduction
Chipotle is requesting that shareholders approve the amendment and restatement of its 2011 Stock Incentive
Plan, which amendment and restatement was approved by the Board of Directors on March 6, 2014 subject to
shareholder approval at the 2014 Annual Meeting. If this proposal is approved:
• 2,600,000 shares will be added to the number of shares authorized for issuance under the 2011 Stock
Incentive Plan;
• eligible persons who may receive equity awards under the Plan will be expanded to include consultants
and other advisors;
• the material terms of the performance goals under the Plan for purposes of Section 162(m) of the
Internal Revenue Code will be approved for five additional years;
• shares not issued due to satisfying minimum required tax withholding under equity awards other than
stock options and stock appreciation rights (referred to below as Full Value Awards) will no longer
count against the share reserve; and
• various administrative changes and clarifications will be made or authorized as discussed below.
If this amendment and restatement is not approved by shareholders at the 2014 Annual Meeting, no new
shares will be added and equity awards will continue to be granted under the 2011 Stock Incentive Plan as in
effect prior to the amendments described in this proposal.
The 2011 Stock Incentive Plan is our only plan for providing equity incentive compensation to our
employees, other than our tax-qualified Employee Stock Purchase Plan that allows employees to purchase our
stock at a discount. The Board believes that our 2011 Stock Incentive Plan is in the best interests of shareholders
and Chipotle, as equity awards granted under this plan help to attract, motivate, and retain key talent, align
employee and shareholder interests, link employee compensation to company performance and maintain a culture
based on employee stock ownership. Equity is a significant component of total compensation for many of our
key employees.
The following discussion and summary of the 2011 Stock Incentive Plan as amended and restated is
qualified in its entirety by reference to the actual text of the plan document. A copy of the plan document for the
2011 Stock Incentive Plan as amended and restated subject to shareholder approval is set forth as Appendix A.
Significant Changes in the Amended and Restated 2011 Stock Incentive Plan
We are requesting that shareholders approve the 2011 Stock Incentive Plan to include the following
significant changes:
Increase to Share Reserve
The 2011 Stock Incentive Plan sets forth a maximum number of shares authorized for issuance under the
plan. The Board is requesting that shareholders approve the addition of 2,600,000 shares of common stock to the
share reserve. As of March 17, 2014, 1,416,274 shares remained authorized but unissued under the plan; as a
result, if this proposal is approved, a total of 4,016,274 shares would have been available for issuance under the
plan as of that date. Shares available for issuance under the 2011 Stock Incentive Plan may be used to issue any
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Proxy Statement