Chipotle 2008 Annual Report Download - page 77

Director Nomination Process and Policies Relating to Evaluation of Shareholder-Recommended
Candidates
Mr. Ells and Mr. Flynn, the nominees for election as directors at this year’s annual meeting, were
recommended to the Board as nominees by the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee manages the overall process of selecting candidates
to serve as directors, including the identification of director candidates who meet certain criteria set from time to
time by the committee and the consideration of director candidates nominated by shareholders in accordance
with our bylaws, including compliance with the deadlines described under “Other Business and Miscellaneous—
Shareholder Proposals and Nominations for 2010 Annual Meeting—Bylaw Requirements for Shareholder
Submission of Nominations and Proposals” on page 45. The committee’s written charter requires that these
criteria reflect at a minimum any requirements of applicable law and NYSE listing standards, a candidate’s
strength of character, judgment and business experience, as well as factors relating to the current composition
and structure of the Board such as specific areas of expertise and principles of diversity. The committee has no
formal process for evaluating proposed nominees, but generally the biographical summaries or resumes of
potential candidates are reviewed by the committee, in consultation with the Chairman of the Board (except in
the case of a nomination of the incumbent Chairman of the Board). In the course of this review, some candidates
may be eliminated from further consideration because of conflicts of interest, unavailability to attend Board or
committee meetings or other reasons. The members of the Nominating and Corporate Governance Committee
then decide which of the remaining candidates most closely match the committee’s criteria for the director
position to be filled and are therefore deserving of further consideration.
The committee discusses these candidates, decides which of them, if any, should be pursued, gathers
additional information if desired, and conducts interviews and decides whether to recommend one or more
candidates to the Board for nomination. The Board discusses the committee’s recommended candidates, decides
if any additional interviews or further background information is desirable and, if not, decides whether to
nominate one or more candidates. Those candidates selected as nominees are named in the proxy statement for
election by the shareholders at the annual meeting (or, if between annual meetings, one or more nominees may be
elected by the Board itself if needed to fill vacancies, including vacancies resulting from an increase in the
number of directors).
On September 24, 2008, the Board approved amendments to our bylaws to revise the provisions requiring
advance notice of business, including nominations for candidates to be elected to the Board, which a shareholder
wishes to propose at an annual or special meeting of shareholders.
The amendments make the following changes to the bylaws:
• Clarify that the procedures and requirements set forth in our bylaws are the exclusive means for a
shareholder to propose business, including nomination of candidates to be elected to the Board, at a
meeting of shareholders, except for proposals submitted for inclusion in our proxy statement in
accordance with SEC Rule 14a-8.
• Change the advance notice period for business (including nominations) that a shareholder intends to
bring at an annual meeting (assuming the annual meeting is held no earlier than 30 days prior and no
later than 60 days following the date of the prior year’s annual meeting) from at least 120 days prior to
the date of the proxy statement released to shareholders for the previous year’s annual meeting to no
earlier than 120 days prior to the anniversary date of the previous year’s annual meeting, and no later
than 90 days prior to such anniversary date.
• Specify that the advance notice period for nominations that a shareholder intends to make at a special
meeting called for the purpose of electing directors is no earlier than 120 days prior to the date of such
meeting, and no later than the later of 90 days prior to the meeting date or, if the first public
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Proxy Statement