Chipotle 2012 Annual Report Download - page 75

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(2) Based solely on a report on Schedule 13G filed on February 13, 2013. The address of Sands Capital
Management, LLC is 1101 Wilson Blvd. Suite 2300, Arlington, Virginia, 22209.
(3) Based solely on a report on Schedule 13G/A filed on February 11, 2013. Shares beneficially owned by T.
Rowe Price Associates, Inc. (Price Associates) are owned by various individual and institutional investors
which Price Associates serves as investment adviser with power to direct investments and/or sole power to
vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price
Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities. The address of Price Associates is 100 E.
Pratt Street, Baltimore, Maryland, 21202.
(4) Based solely on a report on Schedule 13G/A filed on February 12, 2013. The address of The Vanguard
Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania, 19355.
(5) A portion of the shares beneficially owned by Mr. Ells, Mr. Moran, Mr. Baldocchi and Ms. Friedman are
entitled to piggyback registration rights.
(6) Shares beneficially owned by Mr. Ells include 150,000 shares underlying vested stock appreciation rights.
(7) Shares beneficially owned by Mr. Moran include 150,000 shares underlying vested stock appreciation
rights.
(8) Shares beneficially owned by Mr. Hartung include: 19,782 shares in a revocable trust for Mr. Hartung’s
benefit and of which his spouse is the trustee; 148 shares beneficially owned by his minor children; and
50,000 shares underlying vested stock appreciation rights. Mr. Hartung disclaims beneficial ownership of
the shares beneficially owned by his children.
(9) Shares beneficially owned by Mr. Blessing include 16,000 shares underlying vested stock appreciation
rights.
(10) Shares beneficially owned by Mr. Crumpacker include 20,000 shares underlying vested stock appreciation
rights.
(11) Shares beneficially owned by Messrs. Baldocchi, Charlesworth, Flanzraich and Flynn and Ms. Friedman
include 1,105 shares underlying unvested restricted stock units, which are deemed to be beneficially owned
because each such director is retirement-eligible and the vesting of the awards accelerates in the event of the
director’s retirement.
(12) Shares beneficially owned by Mr. Baldocchi include 75,810 shares owned jointly by Mr. Baldocchi and his
spouse.
(13) Shares beneficially owned by Ms. Friedman include 4,000 shares held by a revocable trust of which
Ms. Friedman is a co-trustee.
(14) Excludes 86 shares underlying unvested restricted stock units, which will vest on December 3, 2015.
(15) See Notes (5) through (14).
5
Proxy Statement