Chipotle 2009 Annual Report Download - page 81

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PROPOSAL B
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has engaged Ernst & Young LLP as independent auditors to audit our consolidated
financial statements for the year ending December 31, 2010 and to perform other permissible, pre-approved
services. The committee has adopted a policy which sets out procedures that the committee must follow when
retaining the independent auditor to perform audit, review and attest engagements and any engagements for
permitted non-audit services. This policy is summarized below under “Policy for Pre-Approval of Audit and
Permitted Non-Audit Services” and will be reviewed by the Audit Committee periodically, but no less frequently
than annually, for purposes of assuring continuing compliance with applicable law. All fees paid to Ernst &
Young LLP for the years ended December 31, 2009 and 2008 were pre-approved by the Audit Committee in
accordance with this policy.
Ernst & Young LLP has served as our independent auditors since 1997. Representatives of Ernst & Young
LLP are expected to be present at the annual meeting and will have an opportunity to make a statement if they
desire to do so, and are expected to be available to respond to appropriate questions.
INDEPENDENT AUDITORS’ FEE
The aggregate fees and related reimbursable expenses for professional services provided by Ernst & Young
LLP for the years ended December 31, 2009 and 2008 were:
Fees for Services 2009 2008
Audit Fees (1) .......................................... $490,763 $517,165
Audit-Related Fees (2) ................................... 1,995 2,000
Tax Fees (3) ............................................ 75,000 —
All Other Fees .......................................... — —
Total Fees ............................................. $567,758 $519,165
(1) Includes fees and expenses related to the fiscal year audit and interim reviews, notwithstanding when the
fees and expenses were billed or when the services were rendered. Audit fees also include fees and expenses
related to SEC filings, comfort letters, consents, comment letters and accounting consultations.
(2) Includes fees for a subscription to an Ernst & Young online service used for accounting research purposes.
(3) Includes fees paid for a meals and entertainment tax study.
The Board of Directors unanimously recommends a vote FOR the ratification of the selection of Ernst &
Young LLP as our independent registered public accounting firm for the year ending December 31, 2010.
17
Proxy Statement