Chipotle (CMG) Proxy filing summary

Executive summary

• Achieved $11.9 billion in revenue for 2025, a 5.4% increase from 2024, with 334 new company-owned restaurants opened and 11 international partner-operated locations added.

• Implemented the "Recipe for Growth" strategy focusing on operational excellence, menu innovation, technology modernization, global expansion, and talent cultivation.

• Reduced Scope 1 and 2 emissions by 17% compared to 2019, installed high-efficiency equipment in over 350 restaurants, and raised $2.9 million for community organizations.

• Promoted 23,000 employees internally, with nearly 90% of restaurant leadership roles filled from within.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors for one-year terms, an advisory say-on-pay vote for executive compensation, and ratification of Ernst & Young LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• No other shareholder proposals are on the ballot for 2026; previous proposals were withdrawn after engagement.

Board of directors and corporate governance

• Nine of ten board members are independent; the Chairman is independent.

• Directors are elected annually by majority vote; average tenure is seven years.

• Board has three standing committees: Audit & Risk, Compensation, People and Culture, and Nominating and Corporate Governance, all fully independent.

• Proxy access and special meeting rights for shareholders holding at least 25% of shares; no poison pill in place.