Chipotle 2012 Annual Report Download - page 134

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From and after the election of directors at the 2016 Annual Meeting, the Board shall cease to be classified as
provided in Section 141(d) of the DGCL, and the directors elected at the 2016 Annual Meeting (and each Annual
Meeting thereafter) shall be elected for a term expiring at the next Annual Meeting.
Any additional director of any class elected to fill a vacancy resulting from an increase in such class shall
hold office for the remaining term of that class, but in no case shall a decrease in the number of directors shorten
the term of any incumbent director.
Each director shall hold office until the annual meeting for the year in which his or her term expires and
until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Directors shall be elected by the affirmative vote of a
plurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present.
Elections of directors at an annual or special meeting of shareholders shall be by written ballot.
Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock
issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual
or special meeting of shareholders, the number of such directors and the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the provisions of Article V of this
Certificate of Incorporation and any resolution or resolutions adopted by the Board of Directors pursuant thereto,
and such directors shall not be divided into classes unless expressly so provided therein.”
4. The Certificate of Incorporation is hereby amended by deleting Section 3 of Article V and inserting
in lieu thereof a new Section 3 of Article V to read as follows:
“Until the 2016 Annual Meeting, any director or the entire Board may be removed from office at any time,
but only for cause and only by the affirmative vote of the holders of not less than 66 2/3% of the voting power of
the outstanding Common Stock. From and after the election of directors at the 2016 Annual Meeting, any
director or the entire Board may be removed from office at any time, with or without cause, but only by the
affirmative vote of the holders of not less than 66 2/3% of the voting power of the outstanding Common Stock.”
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this day of
May, 2013.
CHIPOTLE MEXICAN GRILL, INC.
By:
Name: Montgomery Moran
Title: Co-Chief Executive Officer and Secretary
B-2
Proxy Statement