Chipotle 2012 Annual Report Download - page 73

Download and view the complete annual report

Please find page 73 of the 2012 Chipotle annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 136

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136

What vote is required to approve each proposal?
Proposal A – The three nominees for director receiving the highest number of votes cast in person or
by proxy at the annual meeting will be elected. If you mark your proxy to “withhold”
your vote for a particular nominee on your proxy card, your vote will not count “for” the
nominee. Broker non-votes will also not count as “for” any nominee.
Proposals B, C, D and F – The say-on-pay vote, ratification of the appointment of Ernst & Young LLP
as our independent registered public accounting firm for the year ending December 31,
2013, approval of the Chipotle Mexican Grill 2014 Cash Incentive Plan, and approval of
the shareholder proposal (if properly presented at the meeting) each require the
affirmative vote of a majority of the votes cast at the annual meeting in order to be
approved. Because the say-on-pay vote and the vote on the shareholder proposal are
advisory, they will not be binding on the Board or Chipotle. However, the Board will
review the voting results and take them into consideration when making future decisions
regarding executive compensation. Ratification of our appointment of independent
auditors is not required and therefore the vote on proposal C is also advisory only. See
proposal C for additional information about the effect of the voting outcome on this
proposal. Abstentions and broker non-votes are not counted as votes cast and will have
no effect on the outcome of any of these proposals.
Proposal E – The proposal to amend our certificate of incorporation to eliminate the classification of
our Board requires the affirmative vote of a majority of the shares of common stock
outstanding in order to be approved. Accordingly, abstentions and broker non-votes
have the same effect as votes “AGAINST” the proposal.
How is this proxy statement being delivered?
We have elected to deliver our proxy materials electronically over the Internet as permitted by rules of the
Securities and Exchange Commission, or SEC. As required by those rules, we are distributing to our shareholders
of record and beneficial owners as of the close of business on March 21, 2013 a Notice of Internet Availability of
Proxy Materials. On the date of distribution of the notice, all shareholders and beneficial owners will have the
ability to access all of the proxy materials at the URL address included in the notice. These proxy materials are
also available free of charge upon request at 1-800-690-6903, or by e-mail at [email protected], or
by writing to Chipotle Mexican Grill, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Requests
by e-mail or in writing should include the 12-digit control number included on the notice you received.
If you would like to receive the Notice of Internet Availability of Proxy Materials via e-mail rather than
regular mail in future years, please follow the instructions on the notice, or enroll on the Investors page of our
web site at www.chipotle.com. Delivering future notices by e-mail will help us reduce the cost and
environmental impact of our annual meeting.
Who is bearing the cost of this proxy solicitation?
We will bear the cost of preparing, assembling and mailing the Notice of Internet Availability of Proxy
Materials; of making these proxy materials available on the Internet and providing hard copies of the materials to
shareholders who request them; and of reimbursing brokers, nominees, fiduciaries and other custodians for the
out-of-pocket and clerical expenses of transmitting copies of the Notice of Internet Availability of Proxy
Materials and the proxy materials themselves to beneficial owners of our shares. A few of our officers and
employees may participate in the solicitation of proxies, without additional compensation, by telephone, e-mail
or other electronic means or in person. We may also elect to engage the services of a proxy solicitation firm to
assist us in the solicitation of proxies, for which we would expect to pay fees in the range of approximately
$5,000 to $10,000, plus reimbursement of customary expenses.
3
Proxy Statement