Chipotle 2013 Annual Report Download - page 90

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 2015 Annual Meeting—Bylaw Requirements for
Shareholder Submission of Nominations and Proposals” on page 68.
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
Director, other directors, senior management or outside advisors regarding a particular candidate. The committee
also takes into account the results of recent Board and Board committee self-evaluations and the current size and
composition of the Board, including expected retirements and anticipated vacancies. In the course of this
evaluation, some candidates may be eliminated from further consideration because of conflicts of interest,
unavailability to attend Board or committee meetings or other reasons. Following the initial evaluation, if one or
more candidates were deemed worthy of further consideration, the committee would arrange for interviews of the
candidates. To the extent feasible, candidates would be interviewed by the Chairman, the Co-Chief Executive
Officers and a majority of committee members, and potentially other directors as well. The results of these
interviews would be considered by the committee in its decision to recommend a candidate to the Board. Those
candidates approved by the Board as nominees are named in the proxy statement for election by the shareholders
at the annual meeting (or, if between annual meetings, one or more nominees may be elected by the Board itself
if needed to fill vacancies, including vacancies resulting from an increase in the number of directors).
Policies and Procedures for Review and Approval of Transactions with Related Persons
We recognize that transactions in which our executive officers, directors or principal shareholders, or family
members or other associates of our executive officers, directors or principal shareholders, have an interest may
raise questions as to whether those transactions are consistent with the best interests of Chipotle and our
shareholders. Accordingly, our Board has adopted written policies and procedures requiring the Audit Committee
to approve in advance, with limited exceptions, any transactions in which any person or entity in the categories
named above has any material interest, whether direct or indirect, unless the value of all such transactions in
which a related party has an interest during a year total less than $10,000. We refer to such transactions as
“related person transactions.” Current related person transactions to which we are a party are described on page
62.
A related person transaction will only be approved by the Audit Committee if the committee determines that
the related person transaction is beneficial to us and the terms of the related person transaction are fair to us. No
member of the Audit Committee may participate in the review, consideration or approval of any related person
transaction with respect to which such member or any of his or her immediate family members is the related
person.
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Proxy Statement