Chipotle 2008 Annual Report Download - page 108

Bylaw Requirements for Shareholder Submission of Nominations and Proposals.
A shareholder nomination of a person for election to our Board of Directors or a proposal for consideration
at our 2010 annual meeting must be submitted in accordance with the advance notice procedures and other
requirements set forth in Article II of our bylaws. These requirements are separate from, and in addition to, the
requirements discussed above to have the shareholder nomination or other proposals included in our proxy
statement and form of proxy/voting instruction card pursuant to the SEC’s rules. Our bylaws require that the
proposal or nomination must be received by our corporate Secretary at the above address no earlier than
January 21, 2010, and no later than February 20, 2010, unless the date of the 2010 annual meeting is more than
30 days before or after May 21, 2010. If the date of the 2010 annual meeting is more than 30 days before or after
May 21, 2010, we must receive the proposal or nomination no earlier than the 120th day before the meeting date
and no later than the 90th day before the meeting date, or if the date of the meeting is announced less than 100
days prior to the meeting date, no later than the tenth day following the day on which public disclosure of the
date of the 2010 annual meeting is made.
AVAILABILITY OF SEC FILINGS, CORPORATE GOVERNANCE GUIDELINES, CODE OF
CONDUCT, CODES OF ETHICS AND COMMITTEE CHARTERS
Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K and all amendments to those reports filed with the SEC, our Code of Conduct, Codes of Ethics, Corporate
Governance Guidelines, the charters of the Audit Committee, the Compensation Committee and the Nominating
and Corporate Governance Committee, and any reports of beneficial ownership of our common stock filed by
executive officers, directors and beneficial owners of more than 10 percent of the outstanding shares of either
class of our common stock are posted on and may be obtained on the Investors page of our website at
www.chipotle.com without charge, or may be requested (exclusive of exhibits), at no cost by mail to Chipotle
Mexican Grill, Inc., 1401 Wynkoop Street, Suite 500, Denver, CO 80202, Attn: Corporate Secretary.
MISCELLANEOUS
If you request physical delivery of these proxy materials, we will mail along with the proxy materials our
2009 Annual Report, including our Annual Report on Form 10-K for fiscal year 2008 (and the financial
statements included in that report) as filed with the SEC; however, it is not intended that the Annual Report or
Form 10-K be a part of the proxy statement or a solicitation of proxies.
You are respectfully urged to enter your vote instruction via the Internet as explained on the Notice of
Internet Availability of Proxy Materials that was mailed to you, or if you are a holder of record and have received
a proxy card, via telephone as explained on the proxy card. We will appreciate your prompt response.
By order of the Board of Directors
/s/ Monty Moran
Co-Chief Executive Officer, Secretary and Director
April 2, 2009
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Proxy Statement