Chipotle 2009 Annual Report Download - page 58

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ITEM 9B. OTHER INFORMATION
On February 16, 2010, the Compensation Committee of our Board of Directors approved adjustments to the
base salaries of our executive officers, including setting 2010 base salaries of $1,200,000 for Steve Ells, our
Chairman and Co-Chief Executive Officer, $1,000,000 for Monty Moran, our Co-Chief Executive Officer and
$520,000 for Jack Hartung, our Chief Financial Officer. In addition, the Committee awarded discretionary
bonuses of $156,200 to Mr. Ells, $85,200 to Mr. Moran and $56,800 to Mr. Hartung. These bonuses are in
addition to the payouts to each executive officer under our Annual Incentive Plan.
On February 17, 2010, Mr. Ells adopted a sales plan designed to comply with Rule 10b5-1 under the
Exchange Act. The sales plan, which Mr. Ells adopted in compliance with restrictions imposed by our Insider
Trading Policy, is intended to facilitate the diversification of Mr. Ells’s personal assets. The plan provides for
sales of shares of common stock owned by Mr. Ells, subject to specified minimum market prices. Total sales on
Mr. Ells’s behalf under the sales plan are limited to an aggregate of 100,000 shares. In the event all of the shares
subject to the sales plan are sold, Mr. Ells would continue to beneficially own 258,350 shares of our common
stock, including unvested shares of restricted stock but excluding 470,500 shares underlying outstanding stock
options and stock appreciation rights and 41,600 unvested performance shares.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated by reference from the definitive proxy statement for our 2010 annual meeting of shareholders,
which will be filed no later than 120 days after December 31, 2009.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from the definitive proxy statement for our 2010 annual meeting of shareholders,
which will be filed no later than 120 days after December 31, 2009.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Securities Authorized for Issuance Under Equity Compensation Plans
The following table presents information regarding options and rights outstanding under our equity
compensation plan as of December 31, 2009. All awards reflected are options to purchase or rights to common
stock.
(a)
Number of Securities
to be Issued Upon
Exercise of Outstanding
Options and Rights(1)
(b)
Weighted-Average
Exercise Price of
Outstanding Options and
Rights(1)
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities
reflected in column (a))
Equity Compensation Plans
Approved by Security Holders:
Amended and Restated Chipotle
Mexican Grill, Inc. 2006 Incentive
Plan .......................... 1,442,591 $66.08 2,193,657
Equity Compensation Plans Not
Approved by Security Holders:
None.
(1) Includes shares issuable in connection with performance share rights and non-employee director and
employee restricted stock units. The weighted-average exercise price in column (b) includes the weighted-
average exercise price of stock options and stock appreciation rights only.
56
Annual Report