Chipotle 2012 Annual Report Download - page 70

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NOTICE OF MEETING
The 2013 annual meeting of shareholders of Chipotle Mexican Grill, Inc. will be held on May 17, 2013 at
8:00 a.m. local time at The Westin Denver Downtown, 1672 Lawrence Street, Denver, Colorado, 80202.
Shareholders will consider and take action on the following matters:
1. Election of the three directors named in this proxy statement, Al Baldocchi, Neil Flanzraich, and
Darlene Friedman, each to serve a three-year term (Proposal A);
2. An advisory vote to approve the compensation of our executive officers as disclosed in this proxy
statement (or “say-on-pay,” Proposal B);
3. Ratification of the selection of Ernst & Young LLP as our independent registered public accounting
firm for the year ending December 31, 2013 (Proposal C);
4. A proposal to approve the Chipotle Mexican Grill 2014 Cash Incentive Plan (Proposal D);
5. A proposal to amend our certificate of incorporation to eliminate the classification of the Board of
Directors and provide for annual elections of all directors (Proposal E);
6. A shareholder proposal, if properly presented at the meeting (Proposal F); and
7. Such other business as may properly come before the meeting or any adjournments or postponements
of the meeting.
Information with respect to the above matters is set forth in the proxy statement that accompanies this
notice.
The record date for the meeting has been fixed by the Board of Directors as the close of business on
March 21, 2013. Shareholders of record at that time are entitled to vote at the meeting.
By order of the Board of Directors
/s/ Monty Moran
Co-Chief Executive Officer, Secretary and Director
March 27, 2013
Please execute your vote promptly by following the instructions included on the Notice of Internet
Availability of Proxy Materials that was sent to you, or as described under “How do I vote?” on page 1 of
the accompanying proxy statement.
Proxy Statement