Chipotle (CMG) Proxy Filing summary

Executive summary

• Achieved record financial results in 2024: $11.3B revenue (14.6% growth), 7.4% comparable sales growth, and 26.7% restaurant-level operating margin, with over 304 new restaurants opened and 23,000 internal promotions.

• Leadership transition: Scott Boatwright appointed CEO in November 2024 after a robust selection process; Adam Rymer named CFO; Board separated CEO and Chairman roles, appointing Scott Maw as independent Chairman.

• Strategic priorities include operational excellence, technology and innovation, brand visibility, people leadership, and accelerated expansion in North America and internationally.

Voting matters and shareholder proposals

• Shareholders to vote on: election of nine directors, advisory approval of executive compensation (say on pay), ratification of Ernst & Young LLP as auditor, and a shareholder proposal for an independent Board Chair (Board recommends against the latter).

• Board recommends voting for all director nominees, say on pay, and auditor ratification, and against the independent Chair proposal.

Board of directors and corporate governance

• Eight of nine directors are independent; all directors stand for annual election; average tenure is seven years.

• Board committees (Audit & Risk, Compensation, Nominating & Governance) are fully independent; robust self-evaluation and refreshment processes in place.

• Proxy access and special meeting rights for shareholders; no poison pill; high stock ownership requirements for directors and executives.