Chipotle 2012 Annual Report Download - page 86

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Candidate Qualifications and Considerations
The committee seeks to identify candidates of high integrity who have a strong record of accomplishment
and who display the independence of mind and strength of character necessary to make an effective contribution
to the Board and to represent the interests of all shareholders. Candidates are selected for their ability to exercise
good judgment and to provide practical insights and diverse perspectives. In addition to considering the Board’s
and Chipotle’s needs at the time a particular candidate is being considered, the committee considers candidates in
light of the entirety of their credentials, including:
• Their integrity and business ethics;
• Their strength of character and judgment;
• Their ability and willingness to devote sufficient time to Board duties;
• Their potential contribution to the diversity and culture of the Board;
• Their educational background;
• Their business and professional achievements and experience and industry background, particularly in
light of our principal business and strategies;
• Their independence from management, including under requirements of applicable law and listing
standards; and
• Relevant provisions of our Corporate Governance Guidelines.
These factors may be weighted differently depending on the individual being considered or the needs of the
Board at the time. We do not have a particular policy regarding the diversity of nominees or Board members;
rather, the Nominating and Corporate Governance Committee believes that diversity (whether based on factors
commonly associated with diversity such as race, gender, national origin, religion or sexual orientation or
identity, or on broader principles such as diversity of perspective and experience) is one of many elements to be
considered in evaluating a particular candidate.
Consideration of Shareholder-Recommended Candidates and Procedure for Shareholder Nominations
Shareholders wishing to recommend candidates for consideration by the committee must submit to our
corporate Secretary the following information: a recommendation identifying the candidate, including the
candidate’s contact information; a detailed resume of the candidate and an autobiographical statement explaining
the candidate’s interest in serving on our Board; and a statement of whether the candidate meets applicable law
and listing requirements pertaining to director independence. Candidates recommended by shareholders for
consideration will be evaluated in the same manner as any other candidates, as described below under “Candidate
Evaluation Process,” and in view of the qualifications and factors identified above under “Candidate
Qualifications and Considerations.”
Under our bylaws, shareholders may also nominate candidates for election as a director at our annual
meeting. To do so, a shareholder must comply with the provisions of our bylaws regarding shareholder
nomination of directors, including compliance with the deadlines described under “Other Business and
Miscellaneous—Shareholder Proposals and Nominations for 2014 Annual Meeting—Bylaw Requirements for
Shareholder Submission of Nominations and Proposals” on page 55.
Candidate Evaluation Process
The committee initially evaluates candidates in view of the qualifications and factors identified above under
“Candidate Qualifications and Considerations,” and in doing so may consult with the Chairman, the Lead
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Proxy Statement