Chipotle 2008 Annual Report Download - page 78

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announcement of the date of such meeting is less than 100 days prior to the date of such meeting, the
10th day following the public announcement of the date of the meeting and of the nominees proposed
by the Board for election at such meeting.
• Clarify that adjournment or postponement of a meeting date will not start a new time period for the
giving of shareholder notice of nominations or other business as proposed above.
• Require additional information about ownership interests of a proposing shareholder and certain related
persons in shares of our stock and derivative instruments relating to our stock, as well as certain
agreements any such person may be a party to with respect to the ownership or voting rights associated
with our stock, or with respect to performance fees relating to our stock or derivative instruments
relating to our stock.
• Require additional information about nominees proposed by a shareholder for election to the Board,
and require that such nominees complete a questionnaire to provide additional information to us.
Policies and Procedures for Review and Approval of Transactions with Related Persons
We recognize that transactions in which our executive officers, directors or principal shareholders, or family
members or other associates of our executive officers or directors or principal shareholders, have an interest may
raise questions as to whether those transactions are consistent with the best interests of Chipotle and our
shareholders. Accordingly, our Board has adopted written policies and procedures requiring the Audit Committee
to approve in advance, with limited exceptions, any transactions in which any person or entity in the categories
named above has any material interest, whether direct or indirect, unless the value of all such transactions in
which a related party has an interest during a year total less than $10,000. We refer to such transactions as
“related person transactions.” Current related person transactions to which we are a party are described on
page 44.
A related person transaction will only be approved by the Audit Committee if the committee determines that
the related person transaction is beneficial to us and the terms of the related person transaction are fair to us. No
member of the Audit Committee may participate in the review, consideration or approval of any related person
transaction with respect to which such member or any of his or her immediate family members is the related
person.
15
Proxy Statement