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CHIPOTLE MEXICAN GRILL INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and CHIPOTLE MEXICAN GRILL INC.’s Form 8-K, filed June 13, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

12Ballot items
1,125Asset managers
12,623Fund votes
June 11, 2025Meeting date

Results at a glance

Meeting of June 11, 2025: 12 items on CHIPOTLE MEXICAN GRILL INC.’s Form 8-K, filed June 13, 2025: 9 elected · 2 approved · 1 not approved.

Material dissent

Other Proposals 2. The shareholders approved, on a nonbinding, advisory basis, the compensation paid to Chipotle's executive officers, as… 55% of votes cast Approved Under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CHIPOTLE MEXICAN GRILL INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by CHIPOTLE MEXICAN GRILL INC.

These tallies are CHIPOTLE MEXICAN GRILL INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 13, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CHIPOTLE MEXICAN GRILL INC. — official shareholder meeting results, meeting held June 11, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Albert Baldocchi	1,046,790,585	42,695,673	556,210	--	--	96%	Elected	—
Elect Director: Scott Boatwright	1,088,489,339	978,896	574,233	--	--	99.9%	Elected	—
Elect Director: Matthew Carey	1,082,185,885	7,295,445	561,138	--	--	99.3%	Elected	—
Elect Director: Patricia Fili-Krushel	1,045,664,834	43,840,107	537,527	--	--	96%	Elected	—
Elect Director: Laura Fuentes	1,077,655,795	11,857,859	528,814	--	--	99%	Elected	—
Elect Director: Mauricio Gutierrez	1,077,795,813	11,698,255	548,400	--	--	99%	Elected	—
Elect Director: Robin Hickenlooper	1,048,300,388	41,187,030	555,050	--	--	96%	Elected	—
Elect Director: Scott Maw	1,074,766,164	12,344,415	2,931,889	--	--	99%	Elected	—
Elect Director: Mary Winston	1,073,790,005	15,710,606	541,857	--	--	99%	Elected	—
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.	603,124,052	484,840,689	2,077,727	--	93,175,913	55%	Approved	—
3. The ratification of the appointment of Ernst & Young LLP as Chipotle's independent registered public accounting firm for the year ending December 31, 2025	1,072,587,486	110,040,704	590,191	--	--	91%	Approved	—
4. A shareholder proposal requesting an independent board chair	201,362,712	887,561,486	1,118,270	--	93,175,913	18%	Not approved	—

Source: CHIPOTLE MEXICAN GRILL INC., Form 8-K, filed with the SEC on June 13, 2025 — read the filing on EDGAR.

How asset managers voted at the CHIPOTLE MEXICAN GRILL INC. 2024-2025 meeting

Each item below shows how the 1,125 asset managers that disclosed a CHIPOTLE MEXICAN GRILL INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Albert Baldocchi

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 1,046,790,585AGAINST: 42,695,673

Details: description as filed, official tally, votes by 193 asset managers

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

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Albert Baldocchi”): 1,046,790,585 for, 42,695,673 against, per its Form 8-K filed June 13, 2025 (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 nine (9) 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.

The 193 asset managers below reported 471,831,336 for, 675,708 against, 31,571 abstained, 4,953 not voted, 250 unknown.

FOR

FOR: 471,831,336AGAINST: 675,708ABSTAIN: 31,571NOT VOTED: 4,953UNKNOWN: 250

Largest asset managers voting on “Election of Nine Directors: Albert Baldocchi” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	121,153,277	7	For
Capital Group	50,891,987	0	For
Fidelity	50,552,493	0	For
BlackRock	26,862,393	0	For
T. Rowe Price	25,675,977	0	For
JPMorgan	23,397,729	0	For
American Century	15,595,142	0	For
State Street	11,927,870	236	For
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	8,768,622	0	For
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	7,330,671	0	For
New York Life	6,414,935	0	For
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	3,766,963	0	For
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	3,445,027	0	For
Virtus	3,401,592	0	For
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	2,898,245	197,804	Mixed
Transamerica	2,481,363	0	For

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

2. Elect Director: Scott Boatwright

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 1,088,489,339AGAINST: 978,896

Details: description as filed, official tally, votes by 193 asset managers

Description as filed by funds: Election of Nine Directors: Scott Boatwright

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Scott Boatwright”): 1,088,489,339 for, 978,896 against, per its Form 8-K filed June 13, 2025 (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 nine (9) director nominees to the Board of Directors, to serve for a one-year term.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 193 asset managers below reported 472,480,245 for, 27,051 against, 31,570 abstained, 4,953 not voted.

FOR

FOR: 472,480,245AGAINST: 27,051ABSTAIN: 31,570NOT VOTED: 4,953

Largest asset managers voting on “Election of Nine Directors: Scott Boatwright” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Vote
Vanguard	121,153,284	For
Capital Group	50,891,987	For
Fidelity	50,552,493	For
BlackRock	26,862,393	For
T. Rowe Price	25,675,977	For
JPMorgan	23,397,729	For
American Century	15,595,142	For
State Street	11,928,106	For
INVESTMENT CO OF AMERICA	10,738,630	For
TIAA	9,656,784	For
Charles Schwab	8,768,622	For
AB LARGE CAP GROWTH FUND INC	8,387,580	For
JANUS INVESTMENT FUND	8,198,576	For
ADVISORS' INNER CIRCLE FUND	7,330,671	For
New York Life	6,414,935	For
MFS	5,836,842	For
Putnam	4,525,801	For
AMCAP FUND	3,800,797	For
Invesco	3,766,963	For
NEW ECONOMY FUND	3,513,104	For
Jackson National	3,445,027	For
Virtus	3,401,592	For
Brown Advisory Funds	3,286,001	For
Bridge Builder Trust	3,096,049	For
Transamerica	2,481,363	For

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

3. Elect Director: Matthew Carey

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 1,082,185,885AGAINST: 7,295,445

Details: description as filed, official tally, votes by 193 asset managers

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

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Matthew Carey”): 1,082,185,885 for, 7,295,445 against, per its Form 8-K filed June 13, 2025 (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 nine (9) 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.

The 193 asset managers below reported 472,500,007 for, 7,288 against, 31,571 abstained, 4,953 not voted.

FOR

FOR: 472,500,007AGAINST: 7,288ABSTAIN: 31,571NOT VOTED: 4,953

Largest asset managers voting on “Election of Nine Directors: Matthew Carey” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	121,153,283	1	For
Capital Group	50,891,987	0	For
Fidelity	50,552,493	0	For
BlackRock	26,862,393	0	For
T. Rowe Price	25,675,977	0	For
JPMorgan	23,397,729	0	For
American Century	15,595,142	0	For
State Street	11,928,106	0	For
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	8,768,622	0	For
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	7,330,671	0	For
New York Life	6,414,935	0	For
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	3,766,963	0	For
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	3,445,027	0	For
Virtus	3,401,592	0	For
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	3,096,049	0	For
Transamerica	2,481,363	0	For

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

4. Elect Director: Patricia Fili-Krushel

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 1,045,664,834AGAINST: 43,840,107

Details: description as filed, official tally, votes by 193 asset managers

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

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Patricia Fili-Krushel”): 1,045,664,834 for, 43,840,107 against, per its Form 8-K filed June 13, 2025 (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.

The 193 asset managers below reported 469,601,164 for, 2,906,132 against, 31,569 abstained, 4,953 not voted.

FOR

FOR: 469,601,164AGAINST: 2,906,132ABSTAIN: 31,569NOT VOTED: 4,953

Largest asset managers voting on “Election of Nine Directors: Patricia Fili-Krushel” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	121,153,278	6	For
Capital Group	50,891,987	0	For
Fidelity	50,552,493	0	For
BlackRock	26,862,393	0	For
T. Rowe Price	25,675,977	0	For
JPMorgan	23,397,729	0	For
American Century	15,595,142	0	For
State Street	11,928,106	0	For
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	8,768,622	0	For
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	7,330,671	0	For
New York Life	6,414,935	0	For
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	3,766,963	0	For
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	3,445,027	0	For
Virtus	527,482	2,874,110	Mixed
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	3,096,049	0	For
Transamerica	2,481,363	0	For

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

5. Elect Director: Laura Fuentes

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 1,077,655,795AGAINST: 11,857,859

Details: description as filed, official tally, votes by 193 asset managers

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

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Laura Fuentes”): 1,077,655,795 for, 11,857,859 against, per its Form 8-K filed June 13, 2025 (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 nine (9) 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.

The 193 asset managers below reported 472,477,538 for, 29,759 against, 31,569 abstained, 4,953 not voted.

FOR

FOR: 472,477,538AGAINST: 29,759ABSTAIN: 31,569NOT VOTED: 4,953

Largest asset managers voting on “Election of Nine Directors: Laura Fuentes” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	121,153,282	2	For
Capital Group	50,891,987	0	For
Fidelity	50,552,493	0	For
BlackRock	26,862,393	0	For
T. Rowe Price	25,675,977	0	For
JPMorgan	23,397,729	0	For
American Century	15,595,142	0	For
State Street	11,928,106	0	For
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	8,768,622	0	For
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	7,330,671	0	For
New York Life	6,414,935	0	For
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	3,766,963	0	For
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	3,445,027	0	For
Virtus	3,401,592	0	For
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	3,096,049	0	For
Transamerica	2,481,363	0	For

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

6. Elect Director: Mauricio Gutierrez

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 1,077,795,813AGAINST: 11,698,255

Details: description as filed, official tally, votes by 193 asset managers

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

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Mauricio Gutierrez”): 1,077,795,813 for, 11,698,255 against, per its Form 8-K filed June 13, 2025 (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 nine (9) 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.

The 193 asset managers below reported 472,467,900 for, 39,395 against, 31,570 abstained, 4,953 not voted.

FOR

FOR: 472,467,900AGAINST: 39,395ABSTAIN: 31,570NOT VOTED: 4,953

Largest asset managers voting on “Election of Nine Directors: Mauricio Gutierrez” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	121,153,282	2	For
Capital Group	50,891,987	0	For
Fidelity	50,552,493	0	For
BlackRock	26,862,393	0	For
T. Rowe Price	25,675,977	0	For
JPMorgan	23,397,729	0	For
American Century	15,595,142	0	For
State Street	11,928,106	0	For
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	8,768,622	0	For
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	7,330,671	0	For
New York Life	6,414,935	0	For
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	3,766,963	0	For
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	3,445,027	0	For
Virtus	3,401,592	0	For
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	3,096,049	0	For
Transamerica	2,481,363	0	For

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

7. Elect Director: Robin Hickenlooper

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 1,048,300,388AGAINST: 41,187,030

Details: description as filed, official tally, votes by 193 asset managers

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

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Robin Hickenlooper”): 1,048,300,388 for, 41,187,030 against, per its Form 8-K filed June 13, 2025 (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.

The 193 asset managers below reported 460,141,490 for, 12,365,805 against, 31,571 abstained, 4,953 not voted.

FOR

FOR: 460,141,490AGAINST: 12,365,805ABSTAIN: 31,571NOT VOTED: 4,953

Largest asset managers voting on “Election of Nine Directors: Robin Hickenlooper” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	121,153,277	7	For
Capital Group	50,891,987	0	For
Fidelity	50,552,493	0	For
BlackRock	26,862,393	0	For
T. Rowe Price	25,675,977	0	For
JPMorgan	23,397,729	0	For
American Century	15,595,142	0	For
State Street	25,808	11,902,298	Against
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	8,768,622	0	For
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	7,330,671	0	For
New York Life	6,414,935	0	For
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	3,766,963	0	For
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	3,445,027	0	For
Virtus	3,401,592	0	For
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	3,096,049	0	For
Transamerica	2,449,804	31,559	For

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

8. Elect Director: Scott Maw

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 1,074,766,164AGAINST: 12,344,415

Details: description as filed, official tally, votes by 193 asset managers

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

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Scott Maw”): 1,074,766,164 for, 12,344,415 against, per its Form 8-K filed June 13, 2025 (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 nine (9) 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.

The 193 asset managers below reported 472,101,764 for, 405,329 against, 1 withheld, 31,772 abstained, 4,953 not voted.

FOR

FOR: 472,101,764AGAINST: 405,329ABSTAIN: 31,772WITHHOLD: 1NOT VOTED: 4,953

Largest asset managers voting on “Election of Nine Directors: Scott Maw” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	121,135,468	17,816	For
Capital Group	50,891,987	0	For
Fidelity	50,552,493	0	For
BlackRock	26,854,382	8,012	For
T. Rowe Price	25,675,977	0	For
JPMorgan	23,397,729	0	For
American Century	15,595,142	0	For
State Street	11,928,106	0	For
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	8,768,622	0	For
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	7,330,671	0	For
New York Life	6,414,935	0	For
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	3,766,963	0	For
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	3,445,027	0	For
Virtus	3,401,592	0	For
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	3,096,049	0	For
Transamerica	2,481,363	0	For

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

9. Elect Director: Mary Winston

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 1,073,790,005AGAINST: 15,710,606

Details: description as filed, official tally, votes by 193 asset managers

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

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Elect Director: Mary Winston”): 1,073,790,005 for, 15,710,606 against, per its Form 8-K filed June 13, 2025 (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 nine (9) 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.

The 193 asset managers below reported 472,473,239 for, 34,057 against, 31,569 abstained, 4,953 not voted.

FOR

FOR: 472,473,239AGAINST: 34,057ABSTAIN: 31,569NOT VOTED: 4,953

Largest asset managers voting on “Election of Nine Directors: Mary Winston” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	121,153,281	3	For
Capital Group	50,891,987	0	For
Fidelity	50,552,493	0	For
BlackRock	26,862,393	0	For
T. Rowe Price	25,675,977	0	For
JPMorgan	23,397,729	0	For
American Century	15,595,142	0	For
State Street	11,928,106	0	For
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	8,768,622	0	For
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	7,330,671	0	For
New York Life	6,414,935	0	For
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	3,766,963	0	For
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	3,445,027	0	For
Virtus	3,401,592	0	For
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	3,096,049	0	For
Transamerica	2,481,363	0	For

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

10. Other Proposals 2. The shareholders approved, on a nonbinding, advisory basis, the compensation paid to Chipotle's…

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 36 wordings of this item as funds reported it.

55% Approved · of votes cast

FOR 55%AGAINST

FOR: 603,124,052AGAINST: 484,840,689

Details: description as filed, official tally, votes by 1,064 asset managers

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.”): 603,124,052 for, 484,840,689 against — passed, per its Form 8-K filed June 13, 2025 (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: 55% 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” (44 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Section 14a Executive Compensation” (21 managers, 121,126 for, 27,389 against, 100 unknown); “Compensation” (2 managers, 45 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).

Fund voting reports: 184 asset managers voting on “An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ("s” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	120,202,448	950,836	For
Capital Group	50,891,987	0	For
Fidelity	24,451,589	26,100,904	Mixed
BlackRock	149,360	26,713,033	Against
T. Rowe Price	25,598,977	77,000	For
JPMorgan	23,397,729	0	For
American Century	0	15,595,142	Against
State Street	11,923,825	4,281	For
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	4,465	8,764,156	Against
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	6,969,102	361,569	For
New York Life	6,057,853	357,082	Mixed
Virtus	0	6,275,450	Against
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	0	3,766,963	Against
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	2,433,400	1,011,627	Mixed
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	608,763	2,487,286	Mixed
Transamerica	2,481,363	0	For

Fund voting reports, all 184 managers: 353,953,817 for, 120,076,327 against, 1 withheld, 76,983 abstained, 4,953 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 919 asset managers voting on “An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ("s” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Capital Group	58,606,069	3,865	0	For
T. Rowe Price	57,145,648	107,050	0	For
BlackRock	4,573,408	38,237,578	0	Mixed
State Street	31,959,736	1,068,848	0	For
AllianceBernstein	31,699,949	0	0	For
GEODE CAPITAL MANAGEMENT, LLC	0	29,278,255	0	Against
Fidelity	28,708,039	0	0	For
UBS	0	21,556,377	0	Against
Pershing Square	21,541,177	0	0	For
American Century	0	20,171,219	0	Against
Winslow Capital Management, LLC	18,058,627	0	0	For
Capital Research Global Investors	13,446,394	0	0	For
Northern Trust	11,533,244	507,847	0	For
Janus Henderson	11,188,797	188,881	242	For
Nuveen	10,108,017	0	0	For
Charles Schwab	4,465	9,506,988	0	Against
Vanguard	8,569,296	132,152	0	For
BROWN ADVISORY INC	8,300,138	385,632	0	For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	8,654,000	12,718	0	For
Wellington	8,656,520	0	0	For
Putnam	6,844,955	11,412	0	For
VIKING GLOBAL INVESTORS LP	6,395,568	0	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	0	6,271,694	0	Against
EDGEWOOD MANAGEMENT LLC	6,195,985	0	0	For
MELLON INVESTMENTS Corp	0	5,721,453	0	Against

Institutional-manager reports, all 919 managers: 394,688,293 for, 302,970,290 against, 436,828 abstained, 77,892 not voted, 1,500 unknown. Showing the 25 largest; see all in the interactive database.

11. 3. The ratification of the appointment of Ernst & Young LLP as Chipotle's independent registered public accounting firm…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

91% Approved · of votes cast

FOR 91%

FOR: 1,072,587,486AGAINST: 110,040,704

Details: description as filed, official tally, votes by 196 asset managers

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, 2025.

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, 2025”): 1,072,587,486 for, 110,040,704 against — passed, per its Form 8-K filed June 13, 2025 (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, 2025.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 196 asset managers below reported 466,653,101 for, 5,868,250 against, 31,562 abstained, 4,953 not voted, 250 unknown.

FOR

FOR: 466,653,101AGAINST: 5,868,250ABSTAIN: 31,562NOT VOTED: 4,953UNKNOWN: 250

Largest asset managers voting on “Ratification of the appointment Ernst & Young LLP as our independent registered public accounting firm for the” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	121,135,453	17,831	For
Capital Group	50,891,987	0	For
Fidelity	50,552,493	0	For
BlackRock	26,837,695	24,699	For
T. Rowe Price	25,675,977	0	For
JPMorgan	23,397,729	0	For
American Century	15,595,142	0	For
State Street	11,926,333	1,773	For
INVESTMENT CO OF AMERICA	10,738,630	0	For
TIAA	9,656,784	0	For
Charles Schwab	8,768,622	0	For
AB LARGE CAP GROWTH FUND INC	8,387,580	0	For
JANUS INVESTMENT FUND	8,198,576	0	For
ADVISORS' INNER CIRCLE FUND	6,969,102	361,569	For
New York Life	6,395,799	19,136	For
MFS	5,836,842	0	For
Putnam	4,525,801	0	For
AMCAP FUND	3,800,797	0	For
Invesco	3,766,963	0	For
NEW ECONOMY FUND	3,513,104	0	For
Jackson National	3,445,027	0	For
Virtus	527,482	2,874,110	Mixed
Brown Advisory Funds	3,286,001	0	For
Bridge Builder Trust	2,898,245	197,804	Mixed
Transamerica	2,481,363	0	For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

12. 4. A shareholder proposal requesting an independent board chair

Official resultCORPORATE GOVERNANCEReported outcome: Not approved

Combines 5 wordings of this item as funds reported it.

18% Not approved · of votes cast

FOR 18%AGAINST

FOR: 201,362,712AGAINST: 887,561,486

Details: description as filed, official tally, votes by 194 asset managers

Description as filed by funds: Shareholder Proposal - Requesting an Independent Board Chair.

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“4. A shareholder proposal requesting an independent board chair”): 201,362,712 for, 887,561,486 against — failed, per its Form 8-K filed June 13, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The shareholders did not approve a shareholder proposal requesting an independent board chair.”
Support: 18% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 194 asset managers below reported 28,369,596 for, 444,093,848 against, 31,619 abstained, 12,953 not voted.

AGAINST

FOR: 28,369,596AGAINST: 444,093,848ABSTAIN: 31,619NOT VOTED: 12,953

Largest asset managers voting on “Shareholder Proposal - Requesting an Independent Board Chair.” at CHIPOTLE MEXICAN GRILL INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	28	121,153,256	Against
Capital Group	0	50,891,987	Against
Fidelity	0	50,552,493	Against
BlackRock	24,699	26,837,695	Against
T. Rowe Price	77,000	25,598,977	Against
JPMorgan	0	23,397,729	Against
American Century	0	15,595,142	Against
State Street	3,593	11,924,513	Against
INVESTMENT CO OF AMERICA	0	10,738,630	Against
TIAA	0	9,656,784	Against
Charles Schwab	0	8,768,622	Against
AB LARGE CAP GROWTH FUND INC	0	8,387,580	Against
JANUS INVESTMENT FUND	6,654,952	1,543,624	Mixed
ADVISORS' INNER CIRCLE FUND	361,569	6,969,102	Against
New York Life	6,035,093	379,842	Mixed
MFS	0	5,836,842	Against
Putnam	0	4,525,801	Against
AMCAP FUND	0	3,800,797	Against
Invesco	0	3,766,963	Against
NEW ECONOMY FUND	0	3,513,104	Against
Jackson National	0	3,445,027	Against
Virtus	3,341,557	60,035	For
Brown Advisory Funds	0	3,286,001	Against
Bridge Builder Trust	2,160,922	935,127	Mixed
Transamerica	81,515	2,399,848	Against

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

Not shown here: this season’s fund filings also report 1 item from the meeting of June 6, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest CHIPOTLE MEXICAN GRILL INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 1,347,364,000 shares outstanding at the time of that meeting.

Fund voting reports: top CHIPOTLE MEXICAN GRILL INC. shareholders by shares voted on “Ratification of the appointment Ernst & Young LLP as our independent registered public…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	8.99%
2	Capital Group	3.78%
3	Fidelity	3.75%
4	BlackRock	1.99%
5	T. Rowe Price	1.91%
6	JPMorgan	1.74%
7	American Century	1.16%
8	State Street	0.89%
9	INVESTMENT CO OF AMERICA	0.80%
10	TIAA	0.72%

Institutional-manager reports: top CHIPOTLE MEXICAN GRILL INC. shareholders by shares voted on “An advisory vote to approve the compensation of our executive officers as disclosed in the…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Capital Group	4.35%
2	T. Rowe Price	4.25%
3	BlackRock	3.18%
4	State Street	2.45%
5	AllianceBernstein	2.35%
6	GEODE CAPITAL MANAGEMENT, LLC	2.17%
7	Fidelity	2.13%
8	UBS	1.60%
9	Pershing Square	1.60%
10	American Century	1.50%

Reported CHIPOTLE MEXICAN GRILL INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CHIPOTLE MEXICAN GRILL INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	9.09%	13F
BlackRock	8.14%	13F
T. Rowe Price	4.22%	13F
State Street	4.17%	13F
JPMorgan Chase	4.16%	13F
FMR (Fidelity)	2.38%	13F
Geode Capital	2.18%	13F
Morgan Stanley	1.36%	13F
Northern Trust	1.07%	13F

Percentages above are of 1,347,364,000 shares outstanding, as reported by CHIPOTLE MEXICAN GRILL INC. on its Form 10-Q dated April 21, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CHIPOTLE MEXICAN GRILL INC.’s 10-Q dated April 21, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At CHIPOTLE MEXICAN GRILL INC.'s shareholder meeting held June 11, 2025, in the 2024-2025 proxy season, 1,125 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 12,623 separate fund positions. On the most widely held item on that ballot — An advisory vote to approve the compensation of our executive officers as disclosed in the… — CHIPOTLE MEXICAN GRILL INC.'s filing reports the proposal as approved, with 55% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: CHIPOTLE MEXICAN GRILL INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 13, 2025.

CHIPOTLE MEXICAN GRILL INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.