E-Proxy – An Inside Counsel’s Perspective Michael McGawn Chipotle Mexican Grill, Inc. (303)

Discussion Outline 1)What is “mandatory e-proxy”? 2)Making the call: to print or not to print? 3)E-proxy in practice 4)Thoughts on 2009

What is “mandatory e-proxy”? As of January 1, 2008, e-proxy was mandatory for large accelerated filers As of January 1, 2009, e-proxy will be mandatory for all registrants Rule 14a-16(a) says that proxy materials must be posted on the Internet, and a Notice of Internet Availability of Proxy Materials must be sent –Use of this electronic delivery exclusively is the “Notice only” model Rule 14a-16(n) allows registrants to, IN ADDITION, use traditional hard copy delivery (in which case the 40-day advance mailing requirement does not apply) –The “Full Set Delivery” model Can use different delivery models for different shareholders

Deciding how to handle e-proxy. Corporate strategy and philosophy Makeup of shareholder base (retail vs. institutional) Document prep timeline Cost considerations

E-proxy in practice. Posting the materials –Issuer posts proxy materials on the Internet on or before the day the Notice is sent and leaves them posted until conclusion of the meeting Choice of service providers Usability considerations Delivering the notice –Issuer sends notice to shareholders regarding the electronic availability of its proxy materials at least 40 calendar days prior to the shareholder meeting If using e-proxy only for street name holders, must provide the information required on the Notice to nominees in sufficient time for them to prepare, print and send the Notice at least 40 calendar days prior –Don’t forget to file the notice as Additional Soliciting Material

E-proxy in practice. Delivering the notice (cont’d) –Notice must include: Required legend regarding availability of materials and ability to request paper or copies Date, time and location of meeting Clear and impartial identification of each separate matter to be voted on, and issuer recommendation List of materials available on the Internet Toll-free number, address and web site where shareholder can request materials Any control/ID numbers needed to access a proxy card Instructions on how to access the proxy card (but shareholder cannot execute a proxy without having access to proxy statement) Information about attending the meeting and voting in person

E-proxy in practice.

Providing hard copies upon request –Issuer must respond to shareholder request for paper or copies of proxy materials at no charge to shareholder prior to the meeting and for one year after the meeting If request is made prior to meeting, issuer must respond by U.S. first class mail (or other reasonably prompt means) within three business days of request May (but are not required to) include with the Notice mailing a postage- paid reply card for proxy material requests Getting the vote –Issuer must provide means to vote on the Internet web site (e-voting, printable proxy card, or toll-free telephone number) –Issuer may send a paper or proxy card without including proxy materials, at least 10 calendar days after Notice was sent

E-proxy in practice. Shareholder reception

E-proxy in practice. Shareholder use of the materials –Voting results: 2008 (198,800,755 votes eligible):2007 (198,612,240 votes eligible):

E-proxy in practice. Cost outcome

Thoughts on More scrutiny of costs More thought about different providers –In-house fulfillment Implications of 2009 as “Year 2”