Edgar Filing: CHIPOTLE MEXICAN GRILL INC

Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

x	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

CHIPOTLE MEXICAN GRILL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 25, 2011.


CHIPOTLE MEXICAN GRILL, INC.	Meeting Information
	Meeting Type:	Annual Meeting
	For holders as of:	March 30, 2011
	Date: May 25, 2011	Time: 8:00 AM MDT
	Location: The Westin Tabor Center Hotel
	1672 Lawrence Street
	Denver, Colorado


				You are receiving this communication because you hold shares in the above named company.
				This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

				We encourage you to access and review all of the important information contained in the proxy materials before voting.


				See the reverse side of this notice to obtain proxy materials and voting instructions.

M32584-P09510


				Before You Vote

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT/FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL: sendmaterial@proxyvote.com If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 11, 2011 to facilitate timely delivery. You can also request hard copies of the notice and proxy statement, annual report/Form 10-K and form of proxy for all future shareholder meetings of Chipotle Mexican Grill, Inc. by following the instructions above.


				How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of

an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements

for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked

by the arrow LOGO available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

M32585-P09510

Voting Items

The Board of Directors recommends you vote

FOR the following:

Election of Directors

The Board of Directors recommends you vote

Nominees:

3 YEARS on the following proposal:

01) John S. Charlesworth

An advisory vote on frequency of say-on-pay votes.

02) Montgomery F. Moran

The Board of Directors recommends you vote

FOR Proposals 2, 3, and 4.

FOR the following proposal:

Approval of the Chipotle Mexican Grill, Inc.
2011 Stock Incentive Plan.

Ratification of the selection of Ernst & Young LLP
as our independent registered public accounting
firm for the year ending December 31, 2011.

Approval of the Chipotle Mexican Grill, Inc.
Employee Stock Purchase Plan.

NOTE: Such other business as may properly come
before the meeting or any adjournment thereof.

An advisory vote on the compensation of
our executive officers as disclosed in the
proxy statement.

M32586-P09510

M32587-P09510