CHIPOTLE MEXICAN GRILL INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Ten Directors: Albert Baldocchi

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Albert Baldocchi”): 22,688,657 for, 507,313 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Election of Ten Directors: Brian Niccol

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Brian Niccol”): 22,241,480 for, 891,257 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Election of Ten Directors: Gregg Engles

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Gregg Engles”): 23,101,543 for, 91,332 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Election of Ten Directors: Laura Fuentes

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Laura Fuentes”): 23,163,594 for, 28,474 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Election of Ten Directors: Mary Winston

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Mary Winston”): 22,906,781 for, 285,300 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Election of Ten Directors: Matthew Carey

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Matthew Carey”): 23,041,201 for, 147,440 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Election of Ten Directors: Mauricio Gutierrez

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Mauricio Gutierrez”): 23,144,218 for, 50,771 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Election of Ten Directors: Patricia Fili-Krushel

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Patricia Fili-Krushel”): 22,837,695 for, 354,206 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Election of Ten Directors: Robin Hickenlooper

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Robin Hickenlooper”): 23,008,371 for, 185,333 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Election of Ten Directors: Scott Maw

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Scott Maw”): 22,907,855 for, 279,686 against, per its Form 8-K filed June 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Chipotle shareholders elected each of the ten (10) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Approve amendments to Chipotle's Certificate of Incorporation to clarify the Board's authority to make future amendments.

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“5. Amendments to Chipotle's Certificate of Incorporation to clarify the Board's authority to make future amendments”): 23,114,772 for, 73,651 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The shareholders approved amendments to Chipotle's Certificate of Incorporation to clarify the Board's authority to make future amendments.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: Approve amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of common stock.

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“4. Amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of common stock”): 24,575,721 for, 129,870 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The shareholders approved amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of common stock.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of CHIPOTLE MEXICAN GRILL INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Approve 50:1 Stock Split” (6 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 193 asset managers. See all 193 in the interactive database.

Description as filed by funds: An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ("say-on-pay").

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Other Proposals 2. The shareholders approved, on a nonbinding, advisory basis, the compensation paid to Chipotle's executive officers, as disclosed in the proxy statement.”): 21,990,565 for, 1,190,480 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The shareholders approved, on a nonbinding, advisory basis, the compensation paid to Chipotle's executive officers, as disclosed in the proxy statement.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of CHIPOTLE MEXICAN GRILL INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (35 managers, 1,179,124 for, 41,117 against, 107 abstained); “Section 14a Executive Compensation” (10 managers, 4,566 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

No total is shown for the fund voting reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the appointment Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“3. The ratification of the appointment of Ernst & Young LLP as Chipotle's independent registered public accounting firm for the year ending December 31, 2024”): 23,676,459 for, 1,033,543 against — passed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The shareholders approved the ratification of the appointment of Ernst & Young LLP as Chipotle's independent registered public accounting firm for the year ending December 31, 2024.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 194 asset managers. See all 194 in the interactive database.

Description as filed by funds: Shareholder Proposal - Requesting a report on adoption of automation.

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“8. A shareholder proposal requesting a report on adoption of automation”): 4,262,500 for, 18,596,213 against — failed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The shareholders did not approve a shareholder proposal requesting a report on adoption of automation.”
Support: 19% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Shareholder Proposal - Requesting a report on harassment and discrimination statistics.

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“9. A shareholder proposal requesting a report on harassment and discrimination statistics”): 3,821,265 for, 19,270,269 against — failed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The shareholders did not approve a shareholder proposal requesting a report on harassment and discrimination statistics. .”
Support: 17% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 195 asset managers. See all 195 in the interactive database.

Description as filed by funds: Shareholder Proposal - Requesting an audit of safety practices.

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“6. A shareholder proposal requesting an audit of safety practices”): 6,862,580 for, 15,996,575 against — failed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The shareholders did not approve a shareholder proposal requesting an audit of safety practices.”
Support: 30% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of CHIPOTLE MEXICAN GRILL INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Shareholder Proposal Regarding Third-Party Audit of Policies on Workplace Safety” (2 managers, 131 for).

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 191 asset managers. See all 191 in the interactive database.

Description as filed by funds: Shareholder Proposal - Requesting adoption of a non-interference policy.

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“7. A shareholder proposal requesting adoption of a non-interference policy”): 2,300,017 for, 20,578,117 against — failed, per its Form 8-K filed June 7, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The shareholders did not approve a shareholder proposal requesting adoption of a non-interference policy.”
Support: 10% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of CHIPOTLE MEXICAN GRILL INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Adopt Policy to Not Interfere with Freedom of Association Rights” (8 managers, 4,189 for, 874,229 against, 107 abstained).

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 190 asset managers. See all 190 in the interactive database.