Chipotle Mexican Grill Inc DEFA14A, filed Apr 10, 2023
Chipotle Mexican Grill Inc (CMG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
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 |
| ☒ | 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):
☒ No fee required
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Chipotle Mexican Grill, Inc. Important Notice Regarding the Availability of Proxy Materials P.O. BOX 8016, CARY, NC 27512-9903 Stockholders Meeting to be held on May 25, 2023 For Stockholders of record as of March 28, 2023 This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy materials, and to obtain directions to attend the meeting, go to: www.proxydocs.com/CMG To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. For a convenient way to view proxy materials and VOTE go to www.proxydocs.com/CMG Have the 12 digit control number located in the shaded box above available when you access the website and follow the instructions. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before May 15, 2023. To order paper materials, use one of the following methods. INTERNET TELEPHONE * E-MAIL www.investorelections.com/CMG (866) 648-8133 paper@investorelections.com When requesting via the Internet or telephone you will need the 12 digit * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) control number located in the shaded box above. in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material. Chipotle Mexican Grill, Inc. Meeting Type: Annual Meeting of Stockholders Date: Thursday, May 25, 2023 Time: 8:00 AM, Pacific Time Place: Annual Meeting to be held live via the Internet—please visit www.proxydocs.com/CMG for more details. You must register to attend the meeting online and/or participate at www.proxydocs.com/CMG SEE REVERSE FOR FULL AGENDA
Chipotle Mexican Grill, Inc. Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 4 AGAINST ON PROPOSALS 5 AND 6 THE BOARD RECOMMENDS THAT AN ADVISORY VOTE ON THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS BE HELD EVERY 1 YEAR. PROPOSAL 1. Election of Nine Directors 1.1 Albert Baldocchi 1.2 Matthew Carey 1.3 Gregg Engles 1.4 Patricia Fili-Krushel 1.5 Mauricio Gutierrez 1.6 Robin Hickenlooper 1.7 Scott Maw 1.8 Brian Niccol 1.9 Mary Winston 2. An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement (“say on pay”). 3. An advisory vote on the frequency of future say on pay votes. 4. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023. 5. Shareholder Proposal—Request to limit certain bylaw amendments 6. Shareholder Proposal—Request to adopt a non-interference policy NOTE: Such other business as may properly come before the meeting or any adjournment thereof.