Chipotle 2012 Annual Report Download - page 91

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PROPOSAL C
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has engaged Ernst & Young LLP as independent auditors to audit our consolidated
financial statements for the year ending December 31, 2013 and to perform other permissible, pre-approved
services. As a matter of good corporate governance, we are requesting that shareholders ratify the Audit
Committee’s appointment of Ernst & Young LLP as independent auditors. If shareholders do not ratify the
appointment of Ernst & Young LLP, the committee will reevaluate the appointment.
The committee has adopted a policy which sets out procedures that the committee must follow when
retaining the independent auditor to perform audit, review and attest engagements and any engagements for
permitted non-audit services. This policy is summarized below under “Policy for Pre-Approval of Audit and
Permitted Non-Audit Services” and will be reviewed by the Audit Committee periodically, but no less frequently
than annually, for purposes of assuring continuing compliance with applicable law. All fees paid to Ernst &
Young LLP for the years ended December 31, 2012 and 2011 were pre-approved by the Audit Committee in
accordance with this policy.
Ernst & Young LLP has served as our independent auditors since 1997. Representatives of Ernst & Young
LLP are expected to be present at the annual meeting and will have an opportunity to make a statement if they
desire to do so, and are expected to be available to respond to appropriate questions.
INDEPENDENT AUDITORS’ FEE
The aggregate fees and related reimbursable expenses for professional services provided by Ernst & Young
LLP for the years ended December 31, 2012 and 2011 were:
Fees for Services 2012 2011
Audit Fees (1) .......................................... $567,850 $523,453
Audit-Related Fees (2) ................................... 2,149 2,149
Tax Fees .............................................. — —
All Other Fees (3) ....................................... 34,974 —
Total Fees ............................................. $604,973 $525,602
(1) Includes fees and expenses related to the fiscal year audit and interim reviews, notwithstanding when the
fees and expenses were billed or when the services were rendered. Audit fees also include fees and
expenses, if any, related to SEC filings, comfort letters, consents, comment letters and accounting
consultations.
(2) Represents fees for a subscription to an Ernst & Young online service used for accounting research
purposes.
(3) Represents reimbursement of costs and expenses in connection with litigation and regulatory proceedings.
The Board of Directors recommends a vote FOR the ratification of the selection of Ernst & Young LLP as
our independent registered public accounting firm for the year ending December 31, 2013.
21
Proxy Statement