Additional Materials







(Rule 14a-101)



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Securities Exchange Act of 1934

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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.







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 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:    



  How to View Online:

  Have the information that is printed in the box marked by the arrow   LOGO   (located on the following page) and



  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 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 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

   The Board of Directors recommends you vote     




3 YEARS on the following proposal:


  01)  John S. Charlesworth    5.       An advisory vote on frequency of say-on-pay votes.   
  02)  Montgomery F. Moran        
The Board of Directors recommends you vote    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.

3.   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.

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