Chipotle 2009 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
2011 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 the close of business on February 8, 2011, and no later than
the close of business on March 10, 2011, unless the date of the 2011 annual meeting is more than 30 days before or
after June 8, 2011. If the date of the 2011 annual meeting is more than 30 days before or after June 8, 2011, 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 2011 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.
DELIVERY OF MATERIALS TO SHAREHOLDERS WITH SHARED ADDRESSES
Beneficial holders who own their shares through a broker, bank or other nominee and who share an address
with another such beneficial owner are only being sent one Notice of Internet Availability of Proxy Materials or
set of proxy materials, unless such holders have provided contrary instructions. If you wish to receive a separate
copy of these materials or if you are receiving multiple copies and would like to receive a single copy, please
contact Chipotle investor relations by phone at [phone], by writing to Investor Relations, Chipotle
Mexican Grill, Inc., 1401 Wynkoop Street, Suite 500, Denver, Colorado, or by email to [email protected].
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 2009 (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 15, 2010
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Proxy Statement