Chipotle 2013 Annual Report Download - page 94

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PROPOSAL C
RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS
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, 2014 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 services performed by
Ernst & Young LLP for the years ended December 31, 2013 and 2012 were pre-approved by the Audit
Committee in accordance with this policy, following a determination by the committee that the fees to be paid to
Ernst & Young LLP in 2013, including in connection with non-audit services, were appropriate, necessary and
cost-efficient in the management of our business, and did not present a risk of compromising the independence of
Ernst & Young LLP as our independent auditors.
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, 2013 and 2012 were:
Fees for Services 2013 2012
Audit Fees (1) ......................................... $ 585,025 $567,850
Audit-Related Fees (2) .................................. 2,147 2,149
Tax Fees (3) .......................................... 399,322 —
All Other Fees (4) ...................................... 20,200 34,974
Total Fees ............................................ $1,006,694 $604,973
(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, SEC comment letters and accounting
consultations.
(2) Represents fees for a subscription to an Ernst & Young online service used for accounting research
purposes.
(3) Represents fees for tax consulting and advisory services.
(4) 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 appointment of Ernst & Young
LLP as our independent registered public accounting firm for the year ending December 31, 2014.
22
Proxy Statement