Chipotle 2009 Annual Report Download - page 66

If you receive hard copy materials and sign and return your proxy card without specifying choices, your
shares will be voted as recommended by the Board of Directors.
Will my shares held in street name be voted if I do not provide my proxy?
If you hold your shares through a brokerage firm your shares might be voted even if you do not provide the
firm with voting instructions. Under the rules of the New York Stock Exchange, or NYSE, on “routine” matters,
NYSE member firms have the discretionary authority to vote shares for which their customers do not provide
voting instructions. Only the proposal to ratify the appointment of our independent registered public accounting
firm is considered a routine matter for this purpose. As a result of a recent NYSE rule change and unlike at
previous annual meetings, election of directors is not considered a routine matter. Accordingly, if you hold your
shares through a brokerage firm your shares will generally only be voted on the election of directors if the
brokerage firm receives timely voting instructions from you. Because of the recent change in NYSE rules, we
strongly encourage you to exercise your right to vote in the election of directors to be held at the annual
meeting.
Can I change my vote?
You can change your vote or revoke your proxy at any time before it is voted at the annual meeting by:
• re-submitting your vote on the Internet;
• if you are a shareholder of record, by sending a written notice of revocation to our corporate Secretary
at our principal offices, 1401 Wynkoop Street, Suite 500, Denver, CO 80202; or
• if you are a shareholder of record, by attending the annual meeting and voting in person.
Attendance at the annual meeting will not by itself revoke your proxy. If you hold shares in street name and
wish to cast your vote in person at the meeting, you must contact your broker, bank or other nominee to obtain
authorization to vote.
What constitutes a quorum?
A quorum is necessary to conduct business at the annual meeting. At any meeting of our shareholders, the
holders of a majority in voting power of our outstanding shares of common stock entitled to vote at the meeting,
present in person or by proxy, constitutes a quorum for all purposes. You are part of the quorum if you have
voted by proxy. Abstentions, broker non-votes and votes withheld from director nominees count as “shares
present” at the meeting for purposes of determining whether a quorum exists. A broker non-vote occurs when a
broker, bank or other nominee who holds shares for another does not vote on a particular item because the
nominee has not received instructions from the owner of the shares and does not have discretionary voting
authority for that item.
What vote is required to approve each proposal?
Proposal A – The three nominees for director receiving the highest number of votes cast in person or
by proxy at the annual meeting will be elected. If you mark your proxy to “withhold”
your vote for a particular nominee on your proxy card, your vote will not count either
“for” or “against” the nominee. Broker non-votes will also not count as either “for” or
“against” any nominee.
Proposal B – Ratification of the appointment of Ernst & Young LLP as our independent registered
public accounting firm for the year ending December 31, 2010 requires the affirmative
vote of a majority of the votes cast at the annual meeting in order to be approved.
Abstentions are not counted as votes cast and will have no effect on the outcome of this
proposal.
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Proxy Statement