Chipotle 2008 Annual Report Download - page 107

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Agreements with Sequence LLC
Mark Crumpacker, our Chief Marketing Officer, served as Creative Director for Sequence, LLC, a strategic
design and marketing consulting firm he co-founded in 2002, prior to joining us in January 2009. Sequence has
provided us with a variety of marketing consulting services under a master services agreement, and we expect to
continue to work with Sequence during 2009. Sequence has issued Mr. Crumpacker a promissory note in
connection with his separation from them, has agreed to license certain intellectual property from him, and he
also retains a call right to purchase a minority interest in Sequence at any time prior to 2012. Amounts we will
pay to Sequence for services during 2009 are not determinable, but in 2008 we paid Sequence about $742
thousand for services.
Registration Rights
Prior to our initial public offering, McDonald’s and certain of our current shareholders, including Steve Ells,
our Chairman and Co-Chief Executive Officer, Monty Moran, our Co-Chief Executive Officer and member of
our Board of Directors, and Albert S. Baldocchi and Darlene J. Friedman, members of our Board, entered into a
registration rights agreement with us relating to shares of common stock they hold (including shares issuable
upon the exercise of outstanding options). McDonald’s no longer has rights under the registration rights
agreement as a result of its disposition of all of its shares of our common stock. The remaining shareholder
parties to the agreement are entitled to piggyback registration rights with respect to any registration statement we
file under the Securities Act of 1933, as amended, subject to customary restrictions and pro rata reductions in the
number of shares to be sold in an offering. We would be responsible for the expenses of any such registration.
Director and Officer Indemnification
We have entered into agreements to indemnify our directors and executive officers, in addition to the
indemnification provided for in our certificate of incorporation and bylaws. These agreements, among other
things, provide for indemnification of our directors and executive officers for certain expenses (including
attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or
proceeding, including any action by or in the right of our company, arising out of such person’s services as a
director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which the
person provided services at our request. We believe that these provisions and agreements are necessary to attract
and retain qualified persons as directors and executive officers.
OTHER BUSINESS AND MISCELLANEOUS
The Board and management do not know of any other matters to be presented at the annual meeting. If other
matters do properly come before the annual meeting, it is intended that the persons named in the accompanying
proxy vote the proxy in accordance with their best judgment on such matters.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2010 ANNUAL MEETING
Inclusion of Proposals in Our Proxy Statement and Proxy Card under the SEC’s Rules.
Any proposal of a shareholder intended to be included in our proxy statement and form of proxy/voting
instruction card for the 2010 annual meeting of shareholders pursuant to Rule 14a-8 of the SEC’s rules, must be
received by us no later than December 3, 2009, unless the date of our 2010 annual meeting is more than 30 days
before or after May 21, 2010, in which case the proposal must be received a reasonable time before we begin to
print and send our proxy materials. All proposals should be addressed to Chipotle Mexican Grill, Inc., 1401
Wynkoop Street, Suite 500, Denver, CO 80202, Attn: Corporate Secretary.
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Proxy Statement