Chipotle 2009 Annual Report Download - page 70

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PROPOSAL A
ELECTION OF THREE DIRECTORS
Our Board of Directors has seven members divided into three classes. Each director serves a three year term
and will continue in office until a successor has been elected and qualified, subject to the director’s earlier
resignation, retirement or removal from office. The current term of office of our Class II directors will end at this
year’s annual meeting of shareholders. The current term of office of our Class III directors will end at the annual
meeting in 2011 and the term of our Class I directors will end at the annual meeting in 2012.
Albert S. Baldocchi, Neil W. Flanzraich and Darlene J. Friedman are currently serving as Class II directors
and are the nominees for election as directors to serve for a three year term expiring at the 2013 annual meeting
of shareholders. Each of the nominees was nominated by the Board upon the recommendation of the Nominating
and Corporate Governance Committee, and has consented to serve if elected. If any nominee is unable to serve or
will not serve for any reason, the persons designated on the accompanying form of proxy will vote for other
candidates in accordance with their judgment. We are not aware of any reason why the nominees would not be
able to serve if elected.
The three nominees receiving a plurality of votes cast at the meeting will be elected as Class II directors.
Abstentions, withheld votes and broker non-votes will not be treated as a vote for or against any particular
director and will not affect the outcome of the election of directors.
The Board of Directors unanimously recommends a vote FOR the election of Messrs. Baldocchi and
Flanzraich and Ms. Friedman as Class II directors.
INFORMATION REGARDING THE BOARD OF DIRECTORS
Biographical Information
The following is biographical information about each of the three nominees and each other current director.
The respective current terms of all directors expire on the dates set forth below or until their successors are
elected and have qualified.
Class II directors whose terms expire at the 2010
annual meeting of shareholders and who are nominees
for terms expiring at the 2013 annual meeting Age
Director
Since
Albert S. Baldocchi ....................... Mr.Baldocchi has been self-employed since
2000 as a financial consultant and strategic
advisor for a variety of privately-held
companies, with a specialization in multi-unit
restaurant companies. His extensive
involvement with restaurant companies over a
period of 17 years has given Mr. Baldocchi an
in-depth knowledge of restaurant company
finance, operations and strategy. He also has
considerable experience with high-growth
companies in the restaurant industry and in
other industries, and his experience as a senior
investment banker at a number of prominent
institutions, including Morgan Stanley,
Solomon Brothers and Montgomery
Securities has helped him develop tremendous
capabilities in accounting and finance as well.
Mr. Baldocchi holds a Bachelor of Science
degree in chemical engineering from the
University of California at Berkeley and an
MBA from Stanford University.
56 1997
6
Proxy Statement