CHIPOTLE MEXICAN GRILL INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

CHIPOTLE MEXICAN GRILL, INC.

(Name of Registrant as Specified in its Charter)

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

CHIPOTLE’S FIVE KEY STRATEGIES TO WIN TODAY WHILE WE GROW OUR FUTURE

DEAR SHAREHOLDERS,

In partnership with our executive leadership team, I have had the privilege to collaborate in shaping Chipotle’s transformational journey over the last seven years. However, for me there was no greater honor than to be selected to serve at the helm of this company during the back half of 2024. We delivered outstanding results with positive transaction growth driven by our focus on exceptional people, food and throughput in our restaurants alongside an outstanding marketing strategy.

Achieving a record number of new restaurant openings and employing more than 130,000 team members enabled us to further our mission to Cultivate a Better World to more communities around the globe. Our guest-obsessed restaurant teams improved throughput and served delicious culinary to over two million customers daily. In a competitive macro environment, we maintained our strong value proposition by leaning into our real ingredients, responsible sourcing and Food with Integrity principles.

Our strategic priorities helped us win and remain our primary focus today. These include:

Named the number one employer for high school graduates to start a career by the American Opportunity Index, we lived up to that recognition with more than 23,000 promotions last year. Over 85% of these restaurant management roles were internal promotions, proving that investment in our people was the foundational ingredient to our success. We continued to push the boundaries of innovation to streamline operations for our team members and fuel efficiencies in our restaurants. We introduced an AI assistant named Ava Cado to enhance the hiring process for our general managers and continued testing automation with Autocado and the augmented makeline. Modernizing the back of house in our restaurants to improve the speed and simplicity of prep was a key focus for our teams as we introduced the three pan rice cooker, dual sided plancha, high capacity fryer and produce slicer to select locations.

Menu innovations like Chicken al Pastor and Smoked Brisket drove incremental transactions, and with the support of a powerful marketing strategy, made Chipotle more visible, relevant and loved. Our documentary-style Behind the Foil advertising campaign featuring our real restaurant team members continued to resonate with consumers. We led culture with buzz worthy collaborations, athlete partnerships, and first-mover content across our digital channels. We advocated for the farming community with grants and scholarships, as well as supported relief efforts in the wake of natural disasters. Additionally, we further enhanced and personalized the guest experience with Chipotle Rewards, serving relevant content and gamified badging to loyalty members, which helped to increase frequency and order size.

We also expanded access and convenience for our guests by opening 304 new restaurants last year, 257 of which included a Chipotlane. This brings our total to more than 3,700 restaurants with over 25% of our portfolio featuring a Chipotlane. In Canada, we achieved record growth by entering new provinces and sustaining extraordinary volumes with our new and existing restaurants. We made progress in Europe by rolling out digital capabilities, aligning culinary to the U.S. and streamlining operations. We also opened our first three restaurants in the Middle East in Kuwait and Dubai with Alshaya Group.

Through our Cultivate Next venture fund, we invested in a wide range of strategically aligned companies in areas such as farming, supply chain, advanced robotics, plant-based foods, and emerging restaurant concepts, all in an effort to further our mission by increasing access to real food in the long term.

I believe we have tremendous growth in front of us as we aim to reach our long-term goal of 7,000 restaurants in the U.S. and Canada, grow our average unit volume beyond $4.0 million, expand margins and make our way to becoming a global iconic brand. We have the right teams and strategies in place to achieve our ambitious goals, and I am confident that the best is yet to come.

Sincerely,

Scott Boatwright

CEO, Chipotle Mexican Grill

NOTICE OF MEETING

The 2025 annual meeting of shareholders of Chipotle Mexican Grill, Inc. will be a virtual meeting conducted exclusively via live webcast atwww.virtualshareholdermeeting.com/CMG2025 on Wednesday, June 11, 2025 at 8:00 a.m. (PDT).

Shareholders will consider and have an opportunity to vote on the following items:

Information about these matters is contained in the proxy statement that accompanies this notice.

Only shareholders of record at the close of business on April 15, 2025 are entitled to notice of and to vote at the annual meeting. To participate in the virtual annual meeting, you will need the 16-digit control number that appears on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials.

YOUR VOTE IS IMPORTANT. Please note that if you hold your shares through a broker, your broker cannot vote your shares on the election of directors, on the say on pay vote or on the shareholder proposal unless they have your specific instructions on how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker.

By order of the Board of Directors

Roger Theodoredis

General Counsel and Chief Legal Officer

April 25, 2025

Information About the Annual Meeting

Matters to be Voted on at the Annual Meeting and Board Recommendations

2025 Proxy Statement | 1

Board Skills, Experience and Attributes

2 | 2025 Proxy Statement

Corporate Governance Highlights

Eight of the nine members on our Board of Directors are independent.

The Chairman of the Board is an independent director.

The average tenure of the directors is seven years, and the average age of the directors is 59.

All directors stand for election on an annual basis.

Directors are elected by a majority of votes cast in uncontested elections and any director who does not receive a majority of votes cast is required to submit his or her resignation for consideration by the Board.

Our Executive Compensation Recovery Policy is more extensive than the NYSE requirements and allows the Board to require forfeiture of an executive officer’s compensation if they engaged in egregious conduct substantially detrimental to the company.

Independent Board members meet in executive session at each quarterly Board meeting.

All executive officers and directors are prohibited from hedging/pledging shares of our common stock.

Our Bylaws contain proxy access provisions that enable qualifying shareholders to nominate directors for election to our Board.

We have robust stock ownership requirements for executive officers and directors, which are among the highest CEO and CFO ownership requirements of our peer group of companies, as described in “Compensation Discussion and Analysis.”

Our Bylaws permit holders of at least 25% of our outstanding common stock to call special meetings of shareholders.

We do not have a shareholder rights plan or “poison pill.”

We engage with major shareholders to seek their input on issues and to address their questions and concerns.

See the “Compensation Discussion and Analysis” section of this proxy statement for significant compensation policies and procedures we employ to motivate our employees to build shareholder value and promote the interests of all our shareholders.

Highlights of Our Business

2024 FINANCIAL PERFORMANCE AT A GLANCE

Appendix A includes a reconciliation of restaurant level operating margin to the most directly comparable measure reported under U.S. generally accepted accounting principles.

2025 Proxy Statement | 3

BRAND PURPOSE HIGHLIGHTS

In 2024, we reduced our Scope 1 and Scope 2 emissions by 15% compared to 2019, and we remain committed to identifying strategies for greenhouse gas emission reductions in our value chain. We also identified 3,800 acres of farmland to support in California, Colorado, and South Dakota through either regenerative farming, water conservation, or restoration.

We are dedicated to supporting people in the communities we serve. Through our Round Up for Real Change program, restaurant guests are offered the opportunity to round up their bill to the next highest dollar amount in the Chipotle app and on chipotle.com. In 2024, approximately $3.0 million was raised through this feature for community organizations, with over $270,000 routed to the American Red Cross to support recovery from Hurricane Helene and Hurricane Milton.

We focus significant efforts to advancing our Food with Integrity principles. In 2024, Chipotle purchased 47 million pounds of local ingredients, which is an increase of 7.0 million pounds over 2023. We have also achieved our goal to support the transition of 400 acres of conventional farmland to organic by transitioning over 425 acres of farmland.

We believe that our people and culture give us a competitive advantage, and we strive to develop employees and provide continuing opportunities for them to grow their leadership skills. In 2024, we had approximately 23,000 internal promotions. Additionally, over 85% of our in-restaurant leadership roles were filled through internal promotions, including 100% of U.S. Regional Vice President roles, 92% of Team Directors, and 82% of Field Leader positions.

4 | 2025 Proxy Statement