Chipotle 2008 Annual Report Download - page 64

CHIPOTLE MEXICAN GRILL, INC.
1401 Wynkoop Street, Suite 500
Denver, Colorado 80202
PROXY STATEMENT
ANNUAL MEETING INFORMATION
This proxy statement contains information related to the annual meeting of shareholders of Chipotle
Mexican Grill, Inc. to be held on Thursday, May 21, 2009, beginning at 8:00 a.m. at The Westin Tabor Center,
1672 Lawrence Street, Denver, Colorado. This proxy statement was prepared under the direction of the
company’s Board of Directors to solicit your proxy for use at the annual meeting. It will be made available to
shareholders on or about April 2, 2009.
Who is entitled to vote and how many votes do I have?
If you were a shareholder of record of our Class A common stock or our Class B common stock on
March 27, 2009, you are entitled to vote at the annual meeting, or at any postponement or adjournment of the
annual meeting. On each matter to be voted on, you may cast one vote for each share of Class A common stock
you hold and ten votes for each share of Class B common stock you hold. As of March 27, 2009 there were
14,643,749 shares of Class A common stock and 17,314,890 shares of Class B common stock outstanding and
entitled to vote.
What am I voting on?
You will be asked to vote on two proposals:
Proposal A – Election of two directors: Steve Ells and Patrick J. Flynn
Proposal B – Ratification of the selection of Ernst & Young LLP as the company’s independent
registered public accounting firm for fiscal 2009
The Board of Directors is not aware of any other matters to be presented for action at the meeting.
How does the Board of Directors recommend I vote on the proposals?
The Board of Directors recommends a vote FOR each proposal.
How do I vote?
If you hold your shares through a broker, bank, or other nominee in “street name,” you need to submit
voting instructions to your broker, bank or other nominee in order to cast your vote. In most instances, you can
do this over the Internet, or if you have received or request a hard copy of this proxy statement and
accompanying form of proxy you may mark, sign, date and mail your proxy card in the postage-paid envelope
provided. The Notice of Internet Availability of Proxy Materials that was mailed to you has specific instructions
for how to submit your vote. Your vote is revocable by following the procedures outlined in this proxy statement.
However, since you are not a shareholder of record you may not vote your shares in person at the meeting
without obtaining authorization from your broker, bank or other nominee.
If you are a shareholder of record, you can vote your shares over the Internet as described in the Notice of
Internet Availability of Proxy Materials that was mailed to you, or if you have received or request a hard copy of
this proxy statement and accompanying form of proxy card you may vote by telephone as described on the proxy
card, or by mail by marking, signing, dating and mailing your proxy card in the postage-paid envelope provided.
Your designation of a proxy is revocable by following the procedures outlined in this proxy statement. The
method by which you vote will not limit your right to vote in person at the annual meeting.
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Proxy Statement