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

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 41 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 21,990,565AGAINST: 1,190,480

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, per its Form 8-K (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 954 asset managers below cast 99.8% of the shares they voted on this item 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.

FOR 99.8%

FOR: 99.9%AGAINST: 0.1%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%

Largest 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., 2023-2024
Asset manager	For	Against	Vote
OAK RIDGE INVESTMENTS LLC	217,000,000	0	For
Pendal Group Ltd	203,000,000	0	For
New York Life	186,117,762	0	For
Curi RMB Capital, LLC	113,000,000	0	For
Capital Group	3,065,159	64	For
Vanguard	2,837,752	0	For
Putnam	2,070,627	0	For
Fidelity	1,740,206	0	For
BlackRock	1,662,608	71	For
T. Rowe Price	1,627,369	7,613	For
State Street	846,354	9,322	For
JPMorgan	827,209	0	For
Pershing Square	743,984	0	For
American Century	735,105	0	For
GEODE CAPITAL MANAGEMENT, LLC	538,611	0	For
Artisan	513,660	0	For
AllianceBernstein	467,407	0	For
Charles Schwab	328,447	0	For
Winslow Capital Management, LLC	318,474	0	For
ADVISORS' INNER CIRCLE FUND	303,150	0	For
Wellington	301,383	0	For
UBS	282,671	0	For
Nuveen	271,056	0	For
Northern Trust	256,580	2,020	For
Invesco	248,403	0	For

Showing the 25 largest of 954 asset managers. See all 954 in the interactive database.

2. Election of Ten Directors: Albert Baldocchi

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 22,688,657AGAINST: 507,313

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%

Largest asset managers voting on “Election of Ten Directors: Albert Baldocchi” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Vote
New York Life	186,117,762	0	For
Vanguard	2,716,031	0	For
Capital Group	1,360,351	0	For
Fidelity	1,055,635	0	For
BlackRock	827,820	0	For
Putnam	776,517	0	For
JPMorgan	757,962	0	For
T. Rowe Price	538,964	0	For
American Century	344,500	0	For
ADVISORS' INNER CIRCLE FUND	303,150	0	For
State Street	218,851	65	For
TIAA	214,338	0	For
Charles Schwab	155,547	0	For
JANUS INVESTMENT FUND	154,704	0	For
AB LARGE CAP GROWTH FUND INC	144,775	0	For
MFS	138,789	0	For
AMCAP FUND	136,949	0	For
Invesco	107,490	0	For
Artisan	105,414	0	For
INVESTMENT CO OF AMERICA	105,221	0	For
Brown Advisory Funds	89,887	0	For
First Trust	87,439	0	For
Prudential/PGIM	84,422	0	For
Jackson National	78,827	0	For
HARBOR FUNDS	73,780	0	For

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

3. Election of Ten Directors: Brian Niccol

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 22,241,480AGAINST: 891,257

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Election of Ten Directors: Brian Niccol” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Vote
New York Life	186,117,762	0	For
Vanguard	2,716,031	0	For
Capital Group	1,360,351	0	For
Fidelity	1,055,635	0	For
BlackRock	827,820	0	For
Putnam	776,517	0	For
JPMorgan	757,962	0	For
T. Rowe Price	538,964	0	For
American Century	344,500	0	For
ADVISORS' INNER CIRCLE FUND	303,150	0	For
State Street	218,900	16	For
TIAA	214,338	0	For
Charles Schwab	155,547	0	For
JANUS INVESTMENT FUND	154,704	0	For
AB LARGE CAP GROWTH FUND INC	144,775	0	For
MFS	138,789	0	For
AMCAP FUND	136,949	0	For
Invesco	107,490	0	For
Artisan	105,414	0	For
INVESTMENT CO OF AMERICA	105,221	0	For
Brown Advisory Funds	89,887	0	For
First Trust	87,439	0	For
Prudential/PGIM	84,422	0	For
Jackson National	78,827	0	For
HARBOR FUNDS	73,780	0	For

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

4. Election of Ten Directors: Gregg Engles

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 7 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 23,101,543AGAINST: 91,332

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Election of Ten Directors: Gregg Engles” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Vote
New York Life	186,117,762	For
Vanguard	2,716,031	For
Capital Group	1,360,351	For
Fidelity	1,055,635	For
BlackRock	827,820	For
Putnam	776,517	For
JPMorgan	757,962	For
T. Rowe Price	538,964	For
American Century	344,500	For
ADVISORS' INNER CIRCLE FUND	303,150	For
State Street	218,916	For
TIAA	214,338	For
Charles Schwab	155,547	For
JANUS INVESTMENT FUND	154,704	For
AB LARGE CAP GROWTH FUND INC	144,775	For
MFS	138,789	For
AMCAP FUND	136,949	For
Invesco	107,490	For
Artisan	105,414	For
INVESTMENT CO OF AMERICA	105,221	For
Brown Advisory Funds	89,887	For
First Trust	87,439	For
Prudential/PGIM	84,422	For
Jackson National	78,827	For
HARBOR FUNDS	73,780	For

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

5. Election of Ten Directors: Laura Fuentes

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 6 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 23,163,594AGAINST: 28,474

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Election of Ten Directors: Laura Fuentes” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Vote
New York Life	186,117,762	For
Vanguard	2,716,031	For
Capital Group	1,360,351	For
Fidelity	1,055,635	For
BlackRock	827,820	For
Putnam	776,517	For
JPMorgan	757,962	For
T. Rowe Price	538,964	For
American Century	344,500	For
ADVISORS' INNER CIRCLE FUND	303,150	For
State Street	218,916	For
TIAA	214,338	For
Charles Schwab	155,547	For
JANUS INVESTMENT FUND	154,704	For
AB LARGE CAP GROWTH FUND INC	144,775	For
MFS	138,789	For
AMCAP FUND	136,949	For
Invesco	107,490	For
Artisan	105,414	For
INVESTMENT CO OF AMERICA	105,221	For
Brown Advisory Funds	89,887	For
First Trust	87,439	For
Prudential/PGIM	84,422	For
Jackson National	78,827	For
HARBOR FUNDS	73,780	For

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

6. Election of Ten Directors: Mary Winston

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 22,906,781AGAINST: 285,300

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Election of Ten Directors: Mary Winston” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Vote
New York Life	186,117,762	For
Vanguard	2,716,031	For
Capital Group	1,360,351	For
Fidelity	1,055,635	For
BlackRock	827,820	For
Putnam	776,517	For
JPMorgan	757,962	For
T. Rowe Price	538,964	For
American Century	344,500	For
ADVISORS' INNER CIRCLE FUND	303,150	For
State Street	218,916	For
TIAA	214,338	For
Charles Schwab	155,547	For
JANUS INVESTMENT FUND	154,704	For
AB LARGE CAP GROWTH FUND INC	144,775	For
MFS	138,789	For
AMCAP FUND	136,949	For
Invesco	107,490	For
Artisan	105,414	For
INVESTMENT CO OF AMERICA	105,221	For
Brown Advisory Funds	89,887	For
First Trust	87,439	For
Prudential/PGIM	84,422	For
Jackson National	78,827	For
HARBOR FUNDS	73,780	For

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

7. Election of Ten Directors: Matthew Carey

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 7 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 23,041,201AGAINST: 147,440

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Election of Ten Directors: Matthew Carey” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Vote
New York Life	186,117,762	For
Vanguard	2,716,031	For
Capital Group	1,360,351	For
Fidelity	1,055,635	For
BlackRock	827,820	For
Putnam	776,517	For
JPMorgan	757,962	For
T. Rowe Price	538,964	For
American Century	344,500	For
ADVISORS' INNER CIRCLE FUND	303,150	For
State Street	218,916	For
TIAA	214,338	For
Charles Schwab	155,547	For
JANUS INVESTMENT FUND	154,704	For
AB LARGE CAP GROWTH FUND INC	144,775	For
MFS	138,789	For
AMCAP FUND	136,949	For
Invesco	107,490	For
Artisan	105,414	For
INVESTMENT CO OF AMERICA	105,221	For
Brown Advisory Funds	89,887	For
First Trust	87,439	For
Prudential/PGIM	84,422	For
Jackson National	78,827	For
HARBOR FUNDS	73,780	For

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

8. Election of Ten Directors: Mauricio Gutierrez

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 6 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 23,144,218AGAINST: 50,771

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Election of Ten Directors: Mauricio Gutierrez” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Vote
New York Life	186,117,762	For
Vanguard	2,716,031	For
Capital Group	1,360,351	For
Fidelity	1,055,635	For
BlackRock	827,820	For
Putnam	776,517	For
JPMorgan	757,962	For
T. Rowe Price	538,964	For
American Century	344,500	For
ADVISORS' INNER CIRCLE FUND	303,150	For
State Street	218,916	For
TIAA	214,338	For
Charles Schwab	155,547	For
JANUS INVESTMENT FUND	154,704	For
AB LARGE CAP GROWTH FUND INC	144,775	For
MFS	138,789	For
AMCAP FUND	136,949	For
Invesco	107,490	For
Artisan	105,414	For
INVESTMENT CO OF AMERICA	105,221	For
Brown Advisory Funds	89,887	For
First Trust	87,439	For
Prudential/PGIM	84,422	For
Jackson National	78,827	For
HARBOR FUNDS	73,780	For

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

9. Election of Ten Directors: Patricia Fili-Krushel

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 22,837,695AGAINST: 354,206

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Election of Ten Directors: Patricia Fili-Krushel” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Vote
New York Life	186,117,762	For
Vanguard	2,716,031	For
Capital Group	1,360,351	For
Fidelity	1,055,635	For
BlackRock	827,820	For
Putnam	776,517	For
JPMorgan	757,962	For
T. Rowe Price	538,964	For
American Century	344,500	For
ADVISORS' INNER CIRCLE FUND	303,150	For
State Street	218,916	For
TIAA	214,338	For
Charles Schwab	155,547	For
JANUS INVESTMENT FUND	154,704	For
AB LARGE CAP GROWTH FUND INC	144,775	For
MFS	138,789	For
AMCAP FUND	136,949	For
Invesco	107,490	For
Artisan	105,414	For
INVESTMENT CO OF AMERICA	105,221	For
Brown Advisory Funds	89,887	For
First Trust	87,439	For
Prudential/PGIM	84,422	For
Jackson National	78,827	For
HARBOR FUNDS	73,780	For

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

10. Election of Ten Directors: Robin Hickenlooper

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 6 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%

FOR: 23,008,371AGAINST: 185,333

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Election of Ten Directors: Robin Hickenlooper” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Vote
New York Life	186,117,762	For
Vanguard	2,716,031	For
Capital Group	1,360,351	For
Fidelity	1,055,635	For
BlackRock	827,820	For
Putnam	776,517	For
JPMorgan	757,962	For
T. Rowe Price	538,964	For
American Century	344,500	For
ADVISORS' INNER CIRCLE FUND	303,150	For
State Street	218,916	For
TIAA	214,338	For
Charles Schwab	155,547	For
JANUS INVESTMENT FUND	154,704	For
AB LARGE CAP GROWTH FUND INC	144,775	For
MFS	138,789	For
AMCAP FUND	136,949	For
Invesco	107,490	For
Artisan	105,414	For
INVESTMENT CO OF AMERICA	105,221	For
Brown Advisory Funds	89,887	For
First Trust	87,439	For
Prudential/PGIM	84,422	For
Jackson National	78,827	For
HARBOR FUNDS	73,780	For

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

11. Election of Ten Directors: Scott Maw

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 22,907,855AGAINST: 279,686

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 (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 194 asset managers below cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Election of Ten Directors: Scott Maw” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Vote
New York Life	186,117,762	0	For
Vanguard	2,716,005	26	For
Capital Group	1,360,351	0	For
Fidelity	1,055,635	0	For
BlackRock	827,820	0	For
Putnam	776,517	0	For
JPMorgan	757,962	0	For
T. Rowe Price	538,964	0	For
American Century	344,500	0	For
ADVISORS' INNER CIRCLE FUND	303,150	0	For
State Street	218,916	0	For
TIAA	214,338	0	For
Charles Schwab	155,547	0	For
JANUS INVESTMENT FUND	154,704	0	For
AB LARGE CAP GROWTH FUND INC	144,775	0	For
MFS	138,789	0	For
AMCAP FUND	136,949	0	For
Invesco	107,490	0	For
Artisan	105,414	0	For
INVESTMENT CO OF AMERICA	105,221	0	For
Brown Advisory Funds	89,887	0	For
First Trust	87,439	0	For
Prudential/PGIM	84,422	0	For
Jackson National	78,827	0	For
HARBOR FUNDS	73,780	0	For

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

12. Shareholder Proposal - Requesting a report on adoption of automation.

HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCEMajority of the votes cast: no

Meeting held 2024-06-06.

Combines 9 wordings of this item as funds reported it.

19% Majority: no · of votes cast

FOR 19%AGAINST 81%

FOR: 4,262,500AGAINST: 18,596,213

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Proposal 8: The shareholders did not approve a shareholder proposal requesting a report on adoption of automation.”): 4,262,500 for, 18,596,213 against, per its Form 8-K (Item 5.07). FOR was not 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 194 asset managers below cast 0.3% of the shares they voted on this item 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.

AGAINST 99.7%

FOR: 0.2%AGAINST: 99.7%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Shareholder Proposal - Requesting a report on adoption of automation.” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Vote
New York Life	3,780	186,113,982	Against
Vanguard	1,700	2,714,331	Against
Capital Group	0	1,360,351	Against
Fidelity	1,500	1,054,135	Against
BlackRock	436	827,384	Against
Putnam	0	776,517	Against
JPMorgan	0	757,962	Against
T. Rowe Price	0	538,964	Against
American Century	0	344,500	Against
ADVISORS' INNER CIRCLE FUND	7,932	295,218	Against
State Street	684	218,232	Against
TIAA	0	214,338	Against
Charles Schwab	0	155,547	Against
JANUS INVESTMENT FUND	1,034	153,670	Against
AB LARGE CAP GROWTH FUND INC	0	144,775	Against
MFS	138,789	0	For
AMCAP FUND	0	136,949	Against
Invesco	0	107,490	Against
Artisan	0	105,414	Against
INVESTMENT CO OF AMERICA	0	105,221	Against
Brown Advisory Funds	0	89,887	Against
First Trust	29	87,410	Against
Prudential/PGIM	4,502	79,920	Against
Jackson National	615	78,212	Against
HARBOR FUNDS	0	73,780	Against

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

13. Shareholder Proposal - Requesting a report on harassment and discrimination statistics.

DIVERSITY, EQUITY, AND INCLUSIONMajority of the votes cast: no

Meeting held 2024-06-06.

Combines 9 wordings of this item as funds reported it.

17% Majority: no · of votes cast

FOR 17%AGAINST 83%

FOR: 3,821,265AGAINST: 19,270,269

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Proposal 9: The shareholders did not approve a shareholder proposal requesting a report on harassment and discrimination statistics.”): 3,821,265 for, 19,270,269 against, per its Form 8-K (Item 5.07). FOR was not 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 194 asset managers below cast 0.3% of the shares they voted on this item 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.

AGAINST 99.7%

FOR: 0.3%AGAINST: 99.7%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Shareholder Proposal - Requesting a report on harassment and discrimination statistics.” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Vote
New York Life	3,780	186,113,982	Against
Vanguard	8,456	2,707,575	Against
Capital Group	0	1,360,351	Against
Fidelity	0	1,055,635	Against
BlackRock	739	827,081	Against
Putnam	0	776,517	Against
JPMorgan	0	757,962	Against
T. Rowe Price	0	538,964	Against
American Century	0	344,500	Against
ADVISORS' INNER CIRCLE FUND	0	303,150	Against
State Street	497	218,419	Against
TIAA	0	214,338	Against
Charles Schwab	0	155,547	Against
JANUS INVESTMENT FUND	0	154,704	Against
AB LARGE CAP GROWTH FUND INC	0	144,775	Against
MFS	138,789	0	For
AMCAP FUND	0	136,949	Against
Invesco	0	107,490	Against
Artisan	0	105,414	Against
INVESTMENT CO OF AMERICA	0	105,221	Against
Brown Advisory Funds	0	89,887	Against
First Trust	0	87,439	Against
Prudential/PGIM	69,774	14,648	For
Jackson National	0	78,827	Against
HARBOR FUNDS	73,421	359	For

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

14. Approve amendments to Chipotle's Certificate of Incorporation to clarify the Board's authority to make future amendments.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 10 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 23,114,772AGAINST: 73,651

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Proposal 5: The shareholders approved amendments to Chipotle's Certificate of Incorporation to clarify the Board's authority to make future amendments.”): 23,114,772 for, 73,651 against, per its Form 8-K (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 cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%

Largest asset managers voting on “Approve amendments to Chipotle's Certificate of Incorporation to clarify the Board's authority to make future ” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Vote
New York Life	186,117,762	For
Vanguard	2,716,031	For
Capital Group	1,360,351	For
Fidelity	1,055,635	For
BlackRock	827,820	For
Putnam	776,517	For
JPMorgan	757,962	For
T. Rowe Price	538,964	For
American Century	344,500	For
ADVISORS' INNER CIRCLE FUND	303,150	For
State Street	218,916	For
TIAA	214,338	For
Charles Schwab	155,547	For
JANUS INVESTMENT FUND	154,704	For
AB LARGE CAP GROWTH FUND INC	144,775	For
MFS	138,789	For
AMCAP FUND	136,949	For
Invesco	107,490	For
Artisan	105,414	For
INVESTMENT CO OF AMERICA	105,221	For
Brown Advisory Funds	89,887	For
First Trust	87,439	For
Prudential/PGIM	84,422	For
Jackson National	78,827	For
HARBOR FUNDS	73,780	For

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

15. Approve amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of common stock.

CAPITAL STRUCTUREMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 10 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 24,575,721AGAINST: 129,870

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Proposal 4: The shareholders approved amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of common stock.”): 24,575,721 for, 129,870 against, per its Form 8-K (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 cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Approve amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of c” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Vote
New York Life	186,117,762	0	For
Vanguard	2,716,031	0	For
Capital Group	1,360,351	0	For
Fidelity	1,055,635	0	For
BlackRock	827,820	0	For
Putnam	776,517	0	For
JPMorgan	757,962	0	For
T. Rowe Price	538,964	0	For
American Century	344,500	0	For
ADVISORS' INNER CIRCLE FUND	303,150	0	For
State Street	218,916	0	For
TIAA	214,338	0	For
Charles Schwab	155,547	0	For
JANUS INVESTMENT FUND	154,704	0	For
AB LARGE CAP GROWTH FUND INC	144,775	0	For
MFS	138,789	0	For
AMCAP FUND	136,949	0	For
Invesco	107,490	0	For
Artisan	105,414	0	For
INVESTMENT CO OF AMERICA	105,221	0	For
Brown Advisory Funds	89,887	0	For
First Trust	87,439	0	For
Prudential/PGIM	50,809	33,613	For
Jackson National	78,827	0	For
HARBOR FUNDS	73,780	0	For

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

16. Ratification of the appointment Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2024-06-06.

Combines 12 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 23,676,459AGAINST: 1,033,543

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Proposal 3: 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.”): 23,676,459 for, 1,033,543 against, per its Form 8-K (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 cast 99.9% of the shares they voted on this item 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.

FOR 99.9%

FOR: 100.0%AGAINST: 0.0%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%

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., 2023-2024
Asset manager	For	Against	Vote
New York Life	186,117,762	0	For
Vanguard	2,716,005	26	For
Capital Group	1,360,351	0	For
Fidelity	1,055,635	0	For
BlackRock	827,820	0	For
Putnam	776,517	0	For
JPMorgan	757,962	0	For
T. Rowe Price	538,964	0	For
American Century	344,500	0	For
ADVISORS' INNER CIRCLE FUND	303,150	0	For
State Street	218,851	65	For
TIAA	214,338	0	For
Charles Schwab	155,547	0	For
JANUS INVESTMENT FUND	154,704	0	For
AB LARGE CAP GROWTH FUND INC	144,775	0	For
MFS	138,789	0	For
AMCAP FUND	136,949	0	For
Invesco	107,490	0	For
Artisan	105,414	0	For
INVESTMENT CO OF AMERICA	105,221	0	For
Brown Advisory Funds	89,887	0	For
First Trust	87,439	0	For
Prudential/PGIM	84,422	0	For
Jackson National	78,827	0	For
HARBOR FUNDS	73,780	0	For

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

17. Shareholder Proposal - Requesting an audit of safety practices.

HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCEMajority of the votes cast: no

Meeting held 2024-06-06.

Combines 8 wordings of this item as funds reported it.

30% Majority: no · of votes cast

FOR 30%AGAINST 70%

FOR: 6,862,580AGAINST: 15,996,575

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Proposal 6: The shareholders did not approve a shareholder proposal requesting an audit of safety practices.”): 6,862,580 for, 15,996,575 against, per its Form 8-K (Item 5.07). FOR was not 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 191 asset managers below cast 95% of the shares they voted on this item 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.

FOR 95%

FOR: 94.9%AGAINST: 5.0%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%

Largest asset managers voting on “Shareholder Proposal - Requesting an audit of safety practices.” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Vote
New York Life	186,114,682	3,080	For
Vanguard	101,759	2,614,272	Against
Capital Group	0	1,360,351	Against
Fidelity	11,484	1,044,151	Against
Putnam	0	776,517	Against
JPMorgan	6	757,956	Against
T. Rowe Price	0	538,964	Against
American Century	0	344,500	Against
ADVISORS' INNER CIRCLE FUND	7,932	295,218	Against
State Street	684	218,232	Against
TIAA	0	214,338	Against
Charles Schwab	155,547	0	For
JANUS INVESTMENT FUND	1,034	153,670	Against
AB LARGE CAP GROWTH FUND INC	0	144,775	Against
MFS	138,789	0	For
AMCAP FUND	0	136,949	Against
Invesco	0	107,490	Against
Artisan	0	105,414	Against
INVESTMENT CO OF AMERICA	0	105,221	Against
Brown Advisory Funds	0	89,887	Against
First Trust	29	87,410	Against
Prudential/PGIM	38,115	46,307	Against
Jackson National	615	78,212	Against
HARBOR FUNDS	0	73,780	Against
Dimensional	0	64,539	Against

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

18. Shareholder Proposal - Requesting adoption of a non-interference policy.

HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCEMajority of the votes cast: no

Meeting held 2024-06-06.

Combines 7 wordings of this item as funds reported it.

10% Majority: no · of votes cast

10%AGAINST 90%

FOR: 2,300,017AGAINST: 20,578,117

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Proposal 7: The shareholders did not approve a shareholder proposal requesting adoption of a non-interference policy.”): 2,300,017 for, 20,578,117 against, per its Form 8-K (Item 5.07). FOR was not 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 190 asset managers below cast 0.1% of the shares they voted on this item 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.

AGAINST 99.8%

FOR: 0.1%AGAINST: 99.8%ABSTAIN: 0.1%NOT VOTED: 0.0%

Largest asset managers voting on “Shareholder Proposal - Requesting adoption of a non-interference policy.” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
New York Life	3,780	186,113,982	0	Against
Vanguard	26	2,716,005	0	Against
Capital Group	0	1,360,351	0	Against
Fidelity	0	1,055,635	0	Against
Putnam	0	776,517	0	Against
JPMorgan	0	757,962	0	Against
T. Rowe Price	0	538,964	0	Against
American Century	4,190	340,310	0	Against
ADVISORS' INNER CIRCLE FUND	0	303,150	0	Against
State Street	497	218,419	0	Against
TIAA	0	214,338	0	Against
Charles Schwab	0	155,547	0	Against
JANUS INVESTMENT FUND	0	154,704	0	Against
AB LARGE CAP GROWTH FUND INC	0	144,775	0	Against
MFS	0	138,789	0	Against
AMCAP FUND	0	136,949	0	Against
Invesco	0	107,490	0	Against
Artisan	0	105,414	0	Against
INVESTMENT CO OF AMERICA	0	105,221	0	Against
Brown Advisory Funds	0	89,887	0	Against
First Trust	0	87,439	0	Against
Prudential/PGIM	0	52,763	31,659	Against
Jackson National	0	78,827	0	Against
HARBOR FUNDS	0	359	73,421	Abstain
Dimensional	0	64,539	0	Against

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

19. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESCOMPENSATIONMajority of the votes cast: yes

Meeting held 2024-06-06.

95% Majority: yes · of votes cast

FOR 95%

FOR: 21,990,565AGAINST: 1,190,480

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, per its Form 8-K (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 34 asset managers below cast 96% of the shares they voted on this item FOR (1,114,274 for, 41,117 against).

FOR 96%

FOR: 1,114,274 (96.4%)AGAINST: 41,117 (3.6%)ABSTAIN: 107 (0.0%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
JPMorgan	921,129	356	0	For
APG Asset Management US Inc.	52,632	0	0	For
DSM CAPITAL PARTNERS LLC	31,009	0	0	For
Desjardins Global Asset Management Inc.	28,083	0	0	For
NORDEA INVESTMENT MANAGEMENT AB	0	26,762	0	Against
ADAGE CAPITAL PARTNERS GP, L.L.C.	20,074	0	0	For
STOREBRAND ASSET MANAGEMENT AS	17,997	0	0	For
TD ASSET MANAGEMENT INC	11,440	0	0	For
Cardano Risk Management B.V.	0	11,384	0	Against
FJARDE AP-FONDEN /FOURTH SWEDISH NATIONAL PENSION FUND	5,135	0	0	For
OSSIAM	4,331	0	0	For
Rokos Capital Management LLP	3,500	0	0	For
Empower	3,294	0	0	For
Lincoln Financial	3,265	0	0	For
Swiss Life Asset Management Ltd	3,210	0	0	For
Sarasin & Partners LLP	2,250	0	0	For
Genus Capital Management Inc.	0	2,010	0	Against
EFG Asset Management (North America) Corp.	1,926	0	0	For
Formuepleje A/S	1,812	0	0	For
Thematics Asset Management	1,283	0	0	For
Vinva Investment Management Ltd	724	0	0	For
Union Investment Institutional GmbH	0	555	0	Against
Brighthouse	427	0	0	For
Symmetry Panoramic Trust	86	0	107	Abstain
TOBAM	157	0	0	For

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

20. Section 14a Executive Compensation

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-06-06.

95% Majority: yes · of votes cast

FOR 95%

FOR: 21,990,565AGAINST: 1,190,480

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, per its Form 8-K (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 10 asset managers below cast 100% of the shares they voted on this item FOR (4,566 for, 0 against).

FOR 100%

FOR: 4,566 (100.0%)

Largest asset managers voting on “Section 14a Executive Compensation” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Vote
Interval Partners, LP	2,538	For
Stony Point Capital LLC	1,578	For
BALLAST ADVISORS LLC	409	For
Pinnacle Family Advisors, LLC	16	For
Baker Avenue Asset Management, LP	13	For
Lido Advisors, LLC	10	For
GRIMES & COMPANY, INC.	1	For
Waverly Advisors, LLC	1	For
Port Capital LLC	0	--
SCHOLTZ & COMPANY, LLC	0	--

21. Adopt Policy to Not Interfere with Freedom of Association Rights

HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCEMajority of the votes cast: no

Meeting held 2024-06-06.

10% Majority: no · of votes cast

10%AGAINST 90%

FOR: 2,300,017AGAINST: 20,578,117

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Proposal 7: The shareholders did not approve a shareholder proposal requesting adoption of a non-interference policy.”): 2,300,017 for, 20,578,117 against, per its Form 8-K (Item 5.07). FOR was not 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 7 asset managers below cast 0.5% of the shares they voted on this item FOR (3,763 for, 874,229 against).

AGAINST 99.5%

FOR: 3,763 (0.4%)AGAINST: 874,229 (99.6%)ABSTAIN: 107 (0.0%)

Largest asset managers voting on “Adopt Policy to Not Interfere with Freedom of Association Rights” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	596	827,224	0	Against
MASTER INVESTMENT PORTFOLIO	0	43,096	0	Against
Empower	3,163	131	0	For
Lincoln Financial	0	3,265	0	Against
Brighthouse	0	427	0	Against
Symmetry Panoramic Trust	0	86	107	Abstain
Warren Street Wealth Advisors, LLC	4	0	0	For

22. Commission a Third Party Audit on Working Conditions

HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE

Meeting held 2024-06-06.

0.5% fund support · no official result

AGAINST 99.5%

The 7 asset managers below cast 0.5% of the shares they voted on this item FOR (3,906 for, 874,086 against).

FOR: 3,906 (0.4%)AGAINST: 874,086 (99.5%)ABSTAIN: 107 (0.0%)

Largest asset managers voting on “Commission a Third Party Audit on Working Conditions” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	739	827,081	0	Against
MASTER INVESTMENT PORTFOLIO	0	43,096	0	Against
Empower	3,163	131	0	For
Lincoln Financial	0	3,265	0	Against
Brighthouse	0	427	0	Against
Symmetry Panoramic Trust	0	86	107	Abstain
Warren Street Wealth Advisors, LLC	4	0	0	For

23. Amend Certificate of Incorporation

CORPORATE GOVERNANCE

Meeting held 2024-06-06.

100% fund support · no official result

FOR 99%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (7,076 for, 0 against).

FOR: 7,076 (98.5%)ABSTAIN: 107 (1.5%)

Largest asset managers voting on “Amend Certificate of Incorporation” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Abstain	Vote
Empower	3,294	0	For
Lincoln Financial	3,265	0	For
Brighthouse	427	0	For
Symmetry Panoramic Trust	86	107	Abstain
Warren Street Wealth Advisors, LLC	4	0	For

24. Approve 50:1 Stock Split

CAPITAL STRUCTUREMajority of the votes cast: yes

Meeting held 2024-06-06.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 24,575,721AGAINST: 129,870

CHIPOTLE MEXICAN GRILL INC.’s own tally for this item (“Proposal 4: The shareholders approved amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of common stock.”): 24,575,721 for, 129,870 against, per its Form 8-K (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 5 asset managers below cast 100% of the shares they voted on this item FOR (7,076 for, 0 against).

FOR 99%

FOR: 7,076 (98.5%)ABSTAIN: 107 (1.5%)

Largest asset managers voting on “Approve 50:1 Stock Split” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Abstain	Vote
Empower	3,294	0	For
Lincoln Financial	3,265	0	For
Brighthouse	427	0	For
Symmetry Panoramic Trust	86	107	Abstain
Warren Street Wealth Advisors, LLC	4	0	For

25. An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ("say on pay").

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-11 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

Combines 3 wordings of this item as funds reported it.

55% Majority: yes · of votes cast

FOR 55%AGAINST 45%

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

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, per its Form 8-K filed 2025-06-13 (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 4 asset managers below cast 100% of the shares they voted on this item FOR (156,921 for, 0 against).

FOR 100%

FOR: 156,921 (100.0%)

Largest 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., 2023-2024
Asset manager	For	Vote
Foster Victor Wealth Advisors, LLC	138,477	For
First County Bank /CT/	17,344	For
Argyle Capital Management, LLC	1,000	For
Weil Company, Inc.	100	For

26. An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ( say-on-pay ).

SECTION 14A SAY-ON-PAY VOTES

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest 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., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

27. Approve amendments to Chipotle s Certificate of Incorporation to clarify the Board s authority to make future amendments.

CORPORATE GOVERNANCE

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Approve amendments to Chipotle s Certificate of Incorporation to clarify the Board s authority to make future ” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

28. Approve amendments to Chipotle s Certificate of Incorporation to increase the number of authorized shares of common stock.

CAPITAL STRUCTURE

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Approve amendments to Chipotle s Certificate of Incorporation to increase the number of authorized shares of c” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

29. Elect Albert S. Baldocchi

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Elect Albert S. Baldocchi” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

30. Election of Director: Brian Niccol

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Election of Director: Brian Niccol” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

31. Election of Director: Gregg L. Engles

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Election of Director: Gregg L. Engles” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

32. Election of Director: Laura Fuentes

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Election of Director: Laura Fuentes” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

33. Election of Director: Mary A. Winston

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Election of Director: Mary A. Winston” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

34. Election of Director: Matthew Carey

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Election of Director: Matthew Carey” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

35. Election of Director: Mauricio Gutierrez

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Election of Director: Mauricio Gutierrez” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

36. Election of Director: Patricia D. Fili-Krushel

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Election of Director: Patricia D. Fili-Krushel” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

37. Election of Director: Robin Hickenlooper

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Election of Director: Robin Hickenlooper” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

38. Election of Director: Scott H. Maw

DIRECTOR ELECTIONS

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Election of Director: Scott H. Maw” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

39. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.

AUDIT-RELATED

Reported under meeting date 2024-04-09; no official results on file for that date.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,769 for, 0 against).

FOR: 1,769 (100.0%)

Largest asset managers voting on “Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	1,628	0	0	0	For
Federated Hermes	141	0	0	0	For

40. Shareholder Proposal - Requesting a report on adoption of automation.

HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE

Reported under meeting date 2024-04-09; no official results on file for that date.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 1,769 against).

AGAINST: 1,769 (100.0%)

Largest asset managers voting on “Shareholder Proposal - Requesting a report on adoption of automation.” at CHIPOTLE MEXICAN GRILL INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Lincoln Financial	0	1,628	0	0	Against
Federated Hermes	0	141	0	0	Against

Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Albert Baldocchi	22,688,657	507,313	11,637	--	--	Majority: yes
Elect Director: Matthew Carey	23,041,201	147,440	18,966	--	--	Majority: yes
Elect Director: Gregg Engles	23,101,543	91,332	14,732	--	--	Majority: yes
Elect Director: Patricia Fili-Krushel	22,837,695	354,206	15,706	--	--	Majority: yes
Elect Director: Laura Fuentes	23,163,594	28,474	15,539	--	--	Majority: yes
Elect Director: Mauricio Gutierrez	23,144,218	50,771	12,618	--	--	Majority: yes
Elect Director: Robin Hickenlooper	23,008,371	185,333	13,903	--	--	Majority: yes
Elect Director: Scott Maw	22,907,855	279,686	20,066	--	--	Majority: yes
Elect Director: Brian Niccol	22,241,480	891,257	74,870	--	--	Majority: yes
Elect Director: Mary Winston	22,906,781	285,300	15,526	--	--	Majority: yes
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	1,190,480	26,562	--	1,519,315	Majority: yes
Proposal 3: 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.	23,676,459	1,033,543	16,920	--	--	Majority: yes
Proposal 4: The shareholders approved amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of common stock.	24,575,721	129,870	21,331	--	--	Majority: yes
Proposal 5: The shareholders approved amendments to Chipotle's Certificate of Incorporation to clarify the Board's authority to make future amendments.	23,114,772	73,651	19,184	--	1,519,315	Majority: yes
Proposal 6: The shareholders did not approve a shareholder proposal requesting an audit of safety practices.	6,862,580	15,996,575	348,452	--	1,519,315	Majority: no
Proposal 7: The shareholders did not approve a shareholder proposal requesting adoption of a non-interference policy.	2,300,017	20,578,117	329,473	--	1,519,315	Majority: no
Proposal 8: The shareholders did not approve a shareholder proposal requesting a report on adoption of automation.	4,262,500	18,596,213	348,894	--	1,519,315	Majority: no
Proposal 9: The shareholders did not approve a shareholder proposal requesting a report on harassment and discrimination statistics.	3,821,265	19,270,269	116,073	--	1,519,315	Majority: no

CHIPOTLE MEXICAN GRILL INC. 2023-2024 Proxy Voting Records

Official 2023-2024 meeting results reported by CHIPOTLE MEXICAN GRILL INC.

How asset managers voted at the CHIPOTLE MEXICAN GRILL INC. 2023-2024 meeting

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

2. Election of Ten Directors: Albert Baldocchi

3. Election of Ten Directors: Brian Niccol

4. Election of Ten Directors: Gregg Engles

5. Election of Ten Directors: Laura Fuentes

6. Election of Ten Directors: Mary Winston

7. Election of Ten Directors: Matthew Carey

8. Election of Ten Directors: Mauricio Gutierrez

9. Election of Ten Directors: Patricia Fili-Krushel

10. Election of Ten Directors: Robin Hickenlooper

11. Election of Ten Directors: Scott Maw

12. Shareholder Proposal - Requesting a report on adoption of automation.

13. Shareholder Proposal - Requesting a report on harassment and discrimination statistics.

14. Approve amendments to Chipotle's Certificate of Incorporation to clarify the Board's authority to make future amendments.

15. Approve amendments to Chipotle's Certificate of Incorporation to increase the number of authorized shares of common stock.

16. Ratification of the appointment Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.

17. Shareholder Proposal - Requesting an audit of safety practices.

18. Shareholder Proposal - Requesting adoption of a non-interference policy.

19. Advisory Vote to Ratify Named Executive Officers' Compensation

20. Section 14a Executive Compensation

21. Adopt Policy to Not Interfere with Freedom of Association Rights

22. Commission a Third Party Audit on Working Conditions

23. Amend Certificate of Incorporation

24. Approve 50:1 Stock Split

25. An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ("say on pay").

26. An advisory vote to approve the compensation of our executive officers as disclosed in the proxy statement ( say-on-pay ).

27. Approve amendments to Chipotle s Certificate of Incorporation to clarify the Board s authority to make future amendments.

28. Approve amendments to Chipotle s Certificate of Incorporation to increase the number of authorized shares of common stock.

29. Elect Albert S. Baldocchi

30. Election of Director: Brian Niccol

31. Election of Director: Gregg L. Engles

32. Election of Director: Laura Fuentes

33. Election of Director: Mary A. Winston

34. Election of Director: Matthew Carey

35. Election of Director: Mauricio Gutierrez

36. Election of Director: Patricia D. Fili-Krushel

37. Election of Director: Robin Hickenlooper

38. Election of Director: Scott H. Maw

39. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.

40. Shareholder Proposal - Requesting a report on adoption of automation.

Largest CHIPOTLE MEXICAN GRILL INC. shareholders voting in 2023-2024

About this page