CHIPOTLE MEXICAN GRILL INC — Proxy Solicitation & Information Statement 2014

May 6, 2014

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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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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May 5, 2014

Dear Shareholder,

We have previously sent to you proxy materials for the annual meeting of shareholders of Chipotle Mexican Grill, Inc., which will be held on May 15, 2014. The Board of Directors recommends a vote FOR each candidate for director, FOR proposals 2, 3 and 4, and AGAINST proposals 5 and 6.

Your vote is important, no matter how many or how few shares you own. Please take the time to vote your shares TODAY —by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Sincerely, Steve Ells Founder, Chairman & Co-CEO Monty Moran Co-CEO

YOUR VOTE IS IMPORTANT!

Remember, you can vote your shares by telephone or via the Internet.

Please follow the easy instructions on the enclosed proxy card.

If you have any questions, or need assistance in voting

your shares, please call our proxy solicitor,

INNISFREE M&A INCORPORATED

TOLL-FREE, at 1-888-750-5834.

Additional Information

Chipotle has retained Innisfree M&A Incorporated to act as a proxy solicitor in conjunction with the annual meeting. Innisfree may assist us in soliciting proxies by telephone and by other means. We anticipate paying Innisfree a fee of $30,000 plus reasonable out-of-pocket expenses for proxy solicitation services.