Chipotle 2012 Annual Report Download - page 133

Annex B
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CHIPOTLE MEXICAN GRILL, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Chipotle
Mexican Grill, Inc., a corporation organized and existing under and by virtue of the DGCL (the “Corporation”),
has adopted the following Certificate of Amendment to its Amended and Restated Certificate of Incorporation
(the “Certificate of Amendment”):
1. The name of the Corporation is Chipotle Mexican Grill, Inc.
2. The following amendments (collectively, the “Amendment”) to the Amended and Restated
Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) were duly adopted by
resolution of the Board of Directors of the Corporation on March 14, 2013. The Amendment was adopted by the
shareholders of the Corporation at a meeting of the shareholders duly called and held on May 17, 2013.
3. The Certificate of Incorporation is hereby amended by deleting Section 1 of Article V and inserting
in lieu thereof a new Section 1 of Article V to read as follows:
“Section 1. Number. The business and affairs of the Corporation shall be managed by or under the direction
of a Board of Directors consisting of not fewer than three nor more than 20 directors (exclusive of directors
referred to in the last paragraph of this Section 1), the exact number of directors to be determined from time to
time by resolution adopted by the affirmative vote of a majority of the total number of directors then in office.
From the filing and effectiveness of this Certificate of Amendment with the Secretary of State of the State of
Delaware (the “Effective Time”) until the election of directors at the 2014 annual meeting of shareholders (each
annual meeting of shareholders, an “Annual Meeting”), pursuant to Section 141(d) of the DGCL, the Board shall
be divided into three classes of directors, Class I, Class II and Class III (each class as nearly equal in number as
possible), with the directors in Class I having a term expiring at the 2015 Annual Meeting, the directors in Class
II having a term expiring at the 2016 Annual Meeting and the directors in Class III having a term expiring at the
2014 Annual Meeting.
Commencing with the election of directors at the 2014 Annual Meeting, pursuant to Section 141(d) of the
DGCL, the Board shall be divided into two classes of directors, Class I and Class II, with the directors in Class I
having a term that expires at the 2015 Annual Meeting and the directors in Class II having a term that expires at
the 2016 Annual Meeting. The successors of the directors who, immediately prior to the 2014 Annual Meeting,
were members of Class III (and whose terms expire at the 2014 Annual Meeting) shall be elected to Class I; the
directors who, immediately prior to the 2014 Annual Meeting, were members of Class I (and whose terms were
scheduled to expire at the 2015 Annual Meeting) shall become members of Class I for a term expiring at the
2015 Annual Meeting; and the directors who, immediately prior to the 2014 Annual Meeting, were members of
Class II (and whose terms were scheduled to expire at the 2016 Annual Meeting) shall be members of Class II for
a term expiring at the 2016 Annual Meeting.
Commencing with the election of directors at the 2015 Annual Meeting, pursuant to Section 141(d) of the
DGCL, there shall be a single class of directors, Class I, with all directors of such class having a term that expires
at the 2016 Annual Meeting. The successors of the directors who, immediately prior to the 2015 Annual Meeting,
were members of Class I (and whose terms expire at the 2015 Annual Meeting) shall be elected to Class I and the
directors who, immediately prior to the 2015 Annual Meeting, were members of Class II (and whose terms were
scheduled to expire at the 2016 Annual Meeting) shall become members of Class I for a term expiring at the
2016 Annual Meeting.
B-1
Proxy Statement