Chipotle 2013 Annual Report Download - page 140

OTHER BUSINESS AND MISCELLANEOUS
The Board and our management do not know of any other matters to be presented at the annual meeting. If
other matters do properly come before the annual meeting, it is intended that the persons named in the
accompanying proxy vote the proxy in accordance with their best judgment on such matters.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2015 ANNUAL MEETING
Inclusion of Proposals in Our Proxy Statement and Proxy Card under the SEC’s Rules
Any proposal of a shareholder intended to be included in our proxy statement and form of proxy/voting
instruction card for the 2015 annual meeting of shareholders pursuant to SEC Rule 14a-8 must be received by us
no later than November 25, 2014, unless the date of our 2015 annual meeting is more than 30 days before or after
May 15, 2015, in which case the proposal must be received a reasonable time before we begin to print and send
our proxy materials. All proposals should be addressed to Chipotle Mexican Grill, Inc., 1401 Wynkoop Street,
Suite 500, Denver, CO 80202, Attn: Corporate Secretary.
Bylaw Requirements for Shareholder Submission of Nominations and Proposals
A shareholder nomination of a person for election to our Board of Directors or a proposal for consideration
at our 2015 annual meeting must be submitted in accordance with the advance notice procedures and other
requirements set forth in Article II of our bylaws. These requirements are separate from, and in addition to, the
requirements discussed above to have the shareholder nomination or other proposals included in our proxy
statement and form of proxy/voting instruction card pursuant to the SEC’s rules. Our bylaws require that the
proposal or nomination must be received by our corporate Secretary at the above address no earlier than the close
of business on January 15, 2015, and no later than the close of business on February 14, 2015, unless the date of
the 2015 annual meeting is more than 30 days before or 60 days after May 15, 2015. If the date of the 2015
annual meeting is more than 30 days before or 60 days after May 15, 2015, we must receive the proposal or
nomination no earlier than the 120th day before the meeting date and no later than the 90th day before the meeting
date, or if the date of the meeting is announced less than 100 days prior to the meeting date, no later than the
tenth day following the day on which public disclosure of the date of the 2015 annual meeting is made.
AVAILABILITY OF SEC FILINGS, CORPORATE GOVERNANCE GUIDELINES, CODE OF
CONDUCT, CODES OF ETHICS AND COMMITTEE CHARTERS
Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K and all amendments to those reports filed with the SEC, our Code of Conduct, Codes of Ethics, Corporate
Governance Guidelines, the charters of the Audit Committee, the Compensation Committee and the Nominating
and Corporate Governance Committee, and any reports of beneficial ownership of our common stock filed by
executive officers, directors and beneficial owners of more than 10 percent of the outstanding shares of either
class of our common stock are posted on and may be obtained on the Investors page of our website at
www.chipotle.com without charge, or may be requested (exclusive of exhibits), at no cost by mail to Chipotle
Mexican Grill, Inc., 1401 Wynkoop Street, Suite 500, Denver, CO 80202, Attn: Corporate Secretary.
DELIVERY OF MATERIALS TO SHAREHOLDERS WITH SHARED ADDRESSES
Beneficial holders who own their shares through a broker, bank or other nominee and who share an address
with another such beneficial owner are only being sent one Notice of Internet Availability of Proxy Materials or
set of proxy materials, unless such holders have provided contrary instructions. If you wish to receive a separate
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Proxy Statement