Chipotle 2012 Annual Report Download - page 72

specific instructions for how to submit your vote, or if you have received or request a hard copy of this proxy
statement you may mark, sign, date and mail the accompanying voting instruction form in the postage-paid
envelope provided. Your vote is revocable by following the procedures outlined in this proxy statement.
However, since you are not a shareholder of record you may not vote your shares in person at the meeting
without obtaining authorization from your broker, bank or other nominee.
If you are a shareholder of record, you can vote your shares over the Internet as described in the Notice of
Internet Availability of Proxy Materials that was provided to you, or if you have received or request a hard copy
of this proxy statement and accompanying form of proxy card you may vote by telephone as described on the
proxy card, or by mail by marking, signing, dating and mailing your proxy card in the postage-paid envelope
provided. Your designation of a proxy is revocable by following the procedures outlined in this proxy statement.
The method by which you vote will not limit your right to vote in person at the annual meeting.
If you receive hard copy materials and sign and return your proxy card without specifying choices, your
shares will be voted as recommended by the Board of Directors.
Will my shares held in street name be voted if I do not provide voting instructions?
Under the rules of the New York Stock Exchange, or NYSE, on voting matters characterized by the NYSE
as “routine,” NYSE member firms have the discretionary authority to vote shares for which their customers do
not provide voting instructions. On non-routine proposals, such “uninstructed shares” may not be voted by
member firms. Only the proposal to ratify the appointment of our independent registered public accounting firm
is considered a routine matter for this purpose. None of the other proposals presented in this proxy statement are
considered routine matters. Accordingly, if you hold your shares through a brokerage firm and do not provide
timely voting instructions, your shares will be voted, if at all, only on proposal C. Because of the impact of
NYSE rules on share voting, we strongly encourage you to exercise your right to vote in the election of
directors and other matters to be voted on at the annual meeting.
Can I change my vote or revoke my proxy?
You can change your vote or revoke your proxy at any time before it is voted at the annual meeting by:
• re-submitting your vote on the Internet;
• if you are a shareholder of record, by sending a written notice of revocation to our corporate Secretary
at our principal offices, 1401 Wynkoop Street, Suite 500, Denver, Colorado, 80202; or
• if you are a shareholder of record, by attending the annual meeting and voting in person.
Attendance at the annual meeting will not by itself revoke your proxy. If you hold shares in street name and
wish to cast your vote in person at the meeting, you must contact your broker, bank or other nominee to obtain
authorization to vote.
What constitutes a quorum?
A quorum is necessary to conduct business at the annual meeting. At any meeting of our shareholders, the
holders of a majority in voting power of our outstanding shares of common stock entitled to vote at the meeting,
present in person or by proxy, constitutes a quorum for all purposes. You are part of the quorum if you have
voted by proxy. Abstentions, broker non-votes and votes withheld from director nominees count as “shares
present” at the meeting for purposes of determining whether a quorum exists. A broker non-vote occurs when a
broker, bank or other nominee who holds shares for another does not vote on a particular item because the
nominee has not received instructions from the owner of the shares and does not have discretionary voting
authority for that item.
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Proxy Statement