Chipotle 2013 Annual Report Download - page 73

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CHIPOTLE MEXICAN GRILL, INC.
1401 Wynkoop Street, Suite 500
Denver, CO 80202
PROXY STATEMENT
ANNUAL MEETING INFORMATION
This proxy statement contains information related to the annual meeting of shareholders of Chipotle
Mexican Grill, Inc. to be held on Thursday, May 15, 2014, beginning at 8:00 a.m. at The Hyatt Regency Denver
at Colorado Convention Center, 650 15th Street, Denver, Colorado. This proxy statement was prepared under the
direction of Chipotle’s Board of Directors to solicit your proxy for use at the annual meeting. It will be made
available to shareholders on or about March 27, 2014.
Who is entitled to vote and how many votes do I have?
If you were a shareholder of record of our common stock on March 17, 2014, you are entitled to vote at the
annual meeting, or at any postponement or adjournment of the annual meeting. On each matter to be voted on,
you may cast one vote for each share of common stock you hold. As of March 17, 2014, there were 31,089,185
shares of common stock outstanding and entitled to vote.
What am I voting on?
You will be asked to vote on six proposals:
Proposal A – Election of three directors: John Charlesworth, Monty Moran and Kimbal
Musk.
Proposal B – An advisory vote to approve the compensation of our executive officers as
disclosed in this proxy statement (“say-on-pay”).
Proposal C – Ratification of the appointment of Ernst & Young LLP as our independent
registered public accounting firm for the year ending December 31, 2014.
Proposal D – A proposal to approve the Amended and Restated Chipotle Mexican Grill,
Inc. 2011 Stock Incentive Plan, to authorize the issuance of an additional
2,600,000 shares of common stock under the plan and make other changes
to the terms of the plan.
Proposal E – A shareholder proposal, if properly presented at the meeting, requesting
Chipotle to issue an annual sustainability report meeting specified criteria.
Proposal F – A shareholder proposal, if properly presented at the meeting, requesting
Chipotle to adopt simple majority voting for all matters subject to a
shareholder vote.
The Board of Directors is not aware of any other matters to be presented for action at the meeting.
How does the Board of Directors recommend I vote on the proposals?
The Board of Directors recommends a vote FOR each candidate for director, FOR proposals B, C and D,
and AGAINST proposals E and F.
How do I vote?
If you hold your shares through a broker, bank, or other nominee in “street name,” you need to submit
voting instructions to your broker, bank or other nominee in order to cast your vote. In most instances you can do
this over the Internet. The Notice of Internet Availability of Proxy Materials that was provided to you has
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Proxy Statement