Chipotle 2008 Annual Report Download - page 70

PROPOSAL A
ELECTION OF TWO DIRECTORS
Our Board of Directors has seven members divided into three classes. Each director serves 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 I directors will end at this
year’s annual meeting of shareholders. The current term of office of our Class II directors will end at the annual
meeting in 2010 and the term of our Class III directors will end at the annual meeting in 2011.
Steve Ells and Patrick J. Flynn are currently serving as Class I directors and are the nominees for election as
directors to serve for a three year term expiring at the 2012 annual meeting of shareholders. Both of the nominees
were nominated by the Board upon the recommendation of the Nominating and Corporate Governance
Committee, and have consented to serve if elected. If either 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 two nominees receiving a plurality of votes cast at the meeting will be elected as Class I directors.
Abstentions, withheld votes and broker non-votes will not be treated as a vote for or against any particular
director and will not affect the outcome of the election of directors.
The Board of Directors unanimously recommends a vote FOR the election of Messrs. Ells and Flynn as
Class I directors.
INFORMATION REGARDING THE BOARD OF DIRECTORS
Biographical Information
The following is biographical information about each of the two nominees and each current director. The
respective current terms of all directors expire on the dates set forth below or until their successors are elected
and have qualified.
Class I directors whose terms expire at the 2009
annual meeting of shareholders and who are nominees
for terms expiring at the 2012 annual meeting Age
Director
Since
Steve Ells ............................... Mr.Ells founded Chipotle in 1993. He is Co-
Chief Executive Officer and was appointed
Chairman of the Board in 2005, and has
served as a director since 1996. Prior to
launching Chipotle, Mr. Ells worked for two
years at Stars restaurant in San Francisco. He
is a member of the board of directors of The
Land Institute. Mr. Ells graduated from the
University of Colorado with a Bachelor of
Arts degree in art history, and is also a 1990
Culinary Institute of America graduate.
43 1996
Patrick J. Flynn .......................... Mr.Flynn has been retired since January 2,
2001. Prior to retiring, Mr. Flynn spent
39 years at McDonald’s Corporation where he
held a variety of executive and management
positions, most recently as Executive Vice
President responsible for strategic planning
and acquisitions.
66 1998
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Proxy Statement