DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

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Filed by a Party other than the Registrant ☐

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   Preliminary Proxy Statement
   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   Definitive Proxy Statement
   Definitive Additional Materials
   Soliciting Material Pursuant to §240.14a-12

CHIPOTLE MEXICAN GRILL, INC.

(Name of Registrant as Specified in its Charter)

 

      

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 25, 2017.

 

CHIPOTLE MEXICAN GRILL, INC.

 

 

 

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CHIPOTLE MEXICAN GRILL, INC.

1401 WYNKOOP ST, STE 500

DENVER, CO 80202

 

 

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Meeting Information

 

Meeting Type:         Annual Meeting
For holders as of:    March 27, 2017
Date: May 25, 2017  Time: 8:00 A.M., Mountain Time
Location:   The Westin Denver Downtown
    1672 Lawrence Street
   

Denver, Colorado 80202

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 


  

—  Before You Vote  —

How to Access the Proxy Materials

 

  

 

Proxy Materials Available to VIEW or RECEIVE:

 

COMBINED PROXY STATEMENT          ANNUAL REPORT

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

  

1)  BY INTERNET:

   www.proxyvote.com
  

2)  BY TELEPHONE:

   1-800-579-1639
  

3)  BY E-MAIL*:

   sendmaterial@proxyvote.com
  

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 11, 2017 to facilitate timely delivery.

 

  

 

—  How To Vote  —

Please Choose One of the Following Voting Methods

 

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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

SHAREHOLDER MEETING REGISTRATION

 

To register to attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com. Please refer to the Proxy Statement for additional information regarding admission procedures at the meeting.

 


Voting Items         

 

The Board of Directors recommends you vote FOR the following:

 

  1. Election of Eight Directors

 

   

Nominees:

 

    
    01)    Al Baldocchi   05)    Robin Hickenlooper
    02)    Paul T. Cappuccio   06)    Kimbal Musk
    03)    Steve Ells   07)    Ali Namvar
    04)    Neil Flanzraich   08)    Matthew H. Paull

The Board of Directors recommends you vote FOR the following proposal:

 

  2. An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement (“say-on-pay”).

The Board of Directors recommends you vote 1 year on the following proposal:

 

  3. An advisory vote on the frequency of future say-on-pay votes.

The Board of Directors recommends you vote FOR the following proposal:

 

  4. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017.

 

 

The Board of Directors recommends you vote AGAINST the following proposal:

 

5. A shareholder proposal, if properly presented at the meeting, requesting that the Board of Directors implement changes to Chipotle’s governing documents to lower the threshold for shareholders to call special meetings of shareholders to an aggregate of 15% of our outstanding common stock.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

 

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