CHIPOTLE MEXICAN GRILL INC (CMG)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CHIPOTLE MEXICAN GRILL INC · Meeting: June 11, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of the ten director nominees named in this proxy statement
Against Analysis
Baldocchi has served since 1997 and his tenure fully overlaps the period in which Chipotle's stock fell roughly 9% over three years while the company's own peer group gained about 35% on average — a gap of 43.5 percentage points that far exceeds the 20-point trigger threshold for a stock with negative absolute returns; the five-year record does not rescue the vote because CMG's 11% five-year gain still trails peer-median by 28 points, above the 20-point threshold.
Carey has served since 2021 and his full tenure coincides with the three-year period in which Chipotle's stock dropped about 9% while the peer group rose about 35% — a 43.5-point gap that triggers a vote against; checking the five-year record does not help because CMG's 11% five-year return still trails the peer median by 28 points, above the required threshold.
Fili-Krushel has served since 2019, meaning her entire recent tenure covers the period in which Chipotle's stock lost about 9% while peers gained roughly 35%, a 43.5-point shortfall that exceeds the policy trigger; the five-year check does not provide relief because CMG's 11% five-year gain still lags the peer median by 28 points.
Gutierrez has served since 2021 and his full tenure overlaps the three-year window in which Chipotle's stock fell about 9% while the disclosed peer group gained about 35%, a 43.5-point gap above the policy trigger; the five-year TSR of 11% still trails peers by 28 points, so the mitigant does not apply.
Hickenlooper has served since 2016 and her long tenure fully covers the three-year underperformance period; CMG's stock fell about 9% while the company-disclosed peer group rose about 35%, a 43.5-point gap that triggers a vote against, and the five-year check does not save her because the 28-point five-year lag also exceeds the threshold.
Maw has served since 2019 (now also serving as Chairman since 2024) and his full tenure covers the period in which Chipotle's stock fell roughly 9% against a peer-median gain of about 35% — a 43.5-point gap that triggers the policy threshold; the five-year TSR of 11% still trails peers by 28 points, so no relief applies.
Winston has served since 2020 and her tenure fully overlaps the three-year period in which Chipotle's stock fell about 9% while the peer group rose about 35%, a 43.5-point gap that triggers the policy vote against; the five-year record still shows a 28-point lag behind peers, above the threshold, so the five-year mitigant does not apply.
For Analysis
Boatwright joined the board in November 2024, fewer than 24 months before the June 2026 meeting, so he is exempt from the TSR underperformance trigger under the policy's new-director rule; no other disqualifying factors were identified.
Fuentes joined the board in September 2023, fewer than 24 months before the June 2026 meeting, so she qualifies for the new-director exemption from the TSR trigger; no other disqualifying factors were identified.
Weinstein was elected to the board in November 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply; as a sitting CEO he holds two public company board seats (Carnival and Chipotle), which is exactly at the policy limit of two and does not trigger an overboarding vote against.
Seven of the ten nominees have served long enough to be subject to the TSR underperformance trigger. CMG's three-year stock return of -8.7% trails the company-disclosed peer group median of +34.8% by 43.5 percentage points, far exceeding the 20-point threshold that applies when absolute three-year TSR is negative. The five-year record (CMG +11.2% vs. peer median +39.5%, a 28.3-point gap) also exceeds the applicable 20-point threshold for low-positive absolute five-year TSR, so the five-year mitigant does not rescue any of the flagged directors. Three directors are exempt: Boatwright (joined November 2024), Fuentes (joined September 2023), and Weinstein (joined November 2025) — all within the 24-month new-director exemption window.
Say on Pay
✓ FORCEO
Scott Boatwright
Total Comp
$15,455,736
Prior Support
55%%
The 2025 say-on-pay vote received only 55% support — below the 70% threshold that normally triggers a default vote against — but the policy allows a FOR vote if the company made visible changes to its compensation structure in response. Chipotle made a meaningful and specific change: the Compensation Committee granted no one-time equity awards to the executive team in 2025 and committed in writing to limit future one-time grants to extraordinary circumstances, directly addressing the primary shareholder complaint about the August 2024 retention awards. The underlying annual pay program is strongly performance-oriented (93% variable pay for the CEO, with 60% of equity tied to multi-year performance targets based on restaurant cash flow and new restaurant openings), the company engaged extensively with shareholders representing 38% of outstanding shares, and CEO total compensation of approximately $15.5 million appears consistent with a large-cap consumer company of Chipotle's scale and complexity.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,040,800
Non-Audit Fees
$1,584,931
Ernst & Young received $2,040,800 in audit fees and an additional $1,584,931 in tax-related fees (tax return preparation and tax planning/advisory services combined), making the non-audit fees roughly 78% of the audit fees — well above the 50% threshold at which the policy requires a vote against ratification due to concerns about auditor independence; the elevated ratio is driven by both recurring tax compliance work and tax advisory services, with no indication this was a one-time event.
Overall Assessment
The 2026 Chipotle ballot presents a mixed picture: seven of ten director nominees are voted against due to sustained stock underperformance versus the company's own peer group over both three and five years, and the auditor ratification fails the policy's non-audit fee independence test with tax fees running at nearly 78% of audit fees; however, the say-on-pay vote earns support because the company made a concrete, verifiable change in response to last year's low vote by eliminating one-time awards and maintaining a strongly performance-driven pay structure. Shareholders who follow this analysis should vote FOR on say-on-pay and Proposals 2, vote AGAINST on auditor ratification (Proposal 3), and split their director votes — supporting only Boatwright, Fuentes, and Weinstein (the three directors exempt from the TSR trigger) while voting against the remaining seven.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing