CHIPOTLE MEXICAN GRILL INC — Proxy Solicitation & Information Statement 2013

Mar 27, 2013

DEFA14A 1 d499444ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
x	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)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

***** Exercise Your** Right **to Vote *****

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 17, 2013

CHIPOTLE MEXICAN GRILL, INC.

Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 21, 2013
Date: May 17, 2013 Time: 8:00 AM MDT
Location: The Westin Denver Downtown
1672 Lawrence Street Denver, CO 80202
You are receiving this
communication because you hold shares in the above named company.
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:
	l. Combined Proxy Statement and Annual Report
	How to View Online:
	Have the information that is printed in the box marked by the arrow (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 (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 05, 2013 to facilitate timely delivery.
●	— How To Vote — Please Choose One of the Following Voting Methods
	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 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.

The Board of Directors recommends you vote FOR the following:
1.	Election of Directors Nominees
01	Al Baldocchi	02 Neil Flanzraich	03 Darlene Friedman
The Board of Directors recommends you vote FOR
proposals 2, 3, 4 and 5.
2	An advisory vote to approve the compensation of our
executive officers as disclosed in our proxy statement.
3	Ratification of the selection of Ernst & Young LLP
as our independent registered public accounting firm for the year ending December 31, 2013.
4	A proposal to approve the Chipotle Mexican Grill, Inc.
2014 Cash Incentive Plan.
5	A proposal to amend our certificate of incorporation to
eliminate the classification of the Board of Directors and provide for annual elections of all directors.
The Board of Directors recommends you vote
AGAINST the following proposal :
6	A shareholder proposal, if properly presented at the
meeting, to restrict certain terms of equity compensation awards.
NOTE: The shares represented by this proxy
when properly executed will be voted in the manner directed herein by the undersigned Shareholder(s). If any other matters properly come before the meeting, the person named in this proxy will vote in their discretion.
●