(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant  ¨

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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

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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 17, 2013












  Meeting Information      


Meeting Type: Annual Meeting



For holders as of: March 21, 2013



Date: May 17, 2013            Time:8:00 AM MDT



Location: The Westin Denver Downtown


1672 Lawrence Street

Denver, CO 80202




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 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.





— Before You Vote —

How to Access the Proxy Materials


     Proxy Materials Available to VIEW or RECEIVE:        
     l. Combined Proxy Statement and Annual Report        
     How to View Online:        
     Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:        
     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:        
                         2) BY TELEPHONE:     1-800-579-1639        
                         3) BY E-MAIL*:           
     * 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 LOGO (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 05, 2013 to facilitate timely delivery.





— 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 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.



  Voting items     

The Board of Directors recommends you vote

FOR the following:



Election of Directors


  01    Al Baldocchi   02 Neil Flanzraich    03 Darlene Friedman


The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.






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






Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2013.






A proposal to approve the Chipotle Mexican Grill, Inc. 2014 Cash Incentive Plan.






A proposal to amend our certificate of incorporation to eliminate the classification of the Board of Directors and provide for annual elections of all directors.



The Board of Directors recommends you vote AGAINST the following proposal :






A shareholder proposal, if properly presented at the meeting, to restrict certain terms of equity compensation awards.



NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Shareholder(s). If any other matters properly come before the meeting, the person named in this proxy will vote in their discretion.