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AGM 2020

May 19, 2020

Operator

Good morning, ladies and gentlemen, and welcome to the Chipotle Mexican Grill Virtual Annual Meeting of Shareholders. We will first hear from Brian Niccol. Brian, you have the floor.

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

Thank you. Good morning. Welcome to the 2020 Annual Meeting of Shareholders of Chipotle Mexican Grill. I'm Brian Niccol, Chairman of the Board and Chief Executive Officer of Chipotle. It is my pleasure to serve as chairman of today's meeting. We appreciate your attendance at our first virtual annual meeting and your interest and support of Chipotle. In light of COVID-19, we wanted to make sure all of our shareholders, directors, and employees stay safe. We are all participating remotely. Before we begin the official business of the meeting, I would like to take a moment to recognize Paul Cappuccio and Matthew Paull, two of our directors who are not standing for re-election this year. They provided strong leadership during their tenure on the board. We appreciate their contributions to Chipotle. I would now like to introduce the directors of Chipotle who are in attendance today.

Al Baldocchi, Patricia Fili-Krushel, Neil Flanzraich, Robin Hickenlooper, Scott Maw, Ali Namvar. Each of these directors are nominated for election to the board for a one-year term. Our executive officers are also in attendance today. Michael Gottlieb from Ernst & Young LLP, our registered public accounting firm, is also with us today. Mike will be available to answer appropriate questions concerning our financial statements or related matters. The 2020 annual meeting of shareholders is now called to order. In a few minutes, I will give a brief update on our business. Right now, I will turn the meeting over to Roger Theodoredis, our general counsel, to conduct the procedural part of our meeting.

Roger Theodoredis
General Counsel, Chipotle Mexican Grill

Thank you, Brian. The agenda for today's meeting is displayed on the screen. Before I begin, I will cover a few procedural matters. On the meeting website is a link to our rules of conduct for the meeting, which I encourage you to read. We will follow these rules today, and I will highlight a few points now. During the business portion of the meeting, we will only take questions from shareholders that relate to the seven proposals being voted on today. After the business of the meeting is concluded, if we have time, we will take shareholder questions on other matters. Presentations of each proposal will be limited to three minutes per proposal. Richard Lisa is in attendance, representing Broadridge Financial Solutions.

Broadridge is tabulating the vote for this meeting, and Mr. Lisa has been appointed as Inspector of Elections to determine the presence of a quorum and to accept votes of our shareholders. I have with me a certification from Broadridge that notice of this meeting was properly given to all shareholders of record as of the close of business on the record date, March 26, 2020, and a list of shareholders of record as of the record date who are entitled to vote at this meeting. This list of stockholders has been open for examination for any purpose relevant to this meeting during ordinary business hours for the past 10 days. Shareholders representing over 80% of the outstanding voting shares of Chipotle are represented at this meeting. Therefore, a quorum is present, and the meeting is legally convened. We can now transact business.

It is 8:06 A.M. Pacific Time on May 19, 2020, and the polls are now open for voting. All holders of Chipotle common stock as of the March 26, 2020, record date are entitled to vote at this meeting. Each shareholder is entitled to one vote for each share of stock held. If you have logged on to the website as a shareholder, by entering the 16-digit control number you received with your proxy materials, you can vote your shares, and you can submit questions. If you have voted your shares prior to the start of this meeting, your vote has been received by Chipotle's Inspector of Elections and there is no need to vote again, unless you want to revoke or change your vote. As stated in the notice of this meeting, our Board of Directors has approved the following proposals to be acted upon at today's meeting.

Only business that is properly before the shareholders may be voted on at today's meeting. Accordingly, these are the only items of business that may be voted on today. First, a proposal to elect each of the seven directors listed in the proxy statement for a one-year term. Second, a proposal to approve, on an advisory basis, our executive compensation as described in the proxy statement. Third, a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020. Fourth, a shareholder proposal regarding retention of shares by executive officers. Fifth, a shareholder proposal to require an independent chair of the Board of Directors. Sixth, a shareholder proposal requesting a report on arbitration of employment-related claims. Seventh, a shareholder proposal related to action by written consent of shareholders.

We will now present the seven proposals to be voted on at this meeting. Proposals one through three are presented by management. Management's position of each of these proposals is stated in the proxy statement, and we don't have any further comments to present today. We will now present proposals four through seven. Each presenter will have three minutes to present their proposal. Proposal four requests that our Compensation Committee require senior executives to retain a percentage of shares they receive under our equity compensation program until they reach normal retirement age. This proposal was submitted by the Comptroller of the State of New York, and George Wang is here to present the proposal. Operator, I believe Mr. Wang's phone line is open. Mr. Wang, please go ahead. You have three minutes.

George Wang
Analyst, New York State Common Retirement Fund

Thank you. We at the New York State Common Retirement Fund believe the company's current share ownership guidelines for its senior executives do not go far enough to ensure that the company's equity compensation plans continue to build stock ownership by senior executives over the long term. If senior executives indeed believe capital allocation decisions such as share buybacks are the right thing to do for their company, they should hold their company stock over the long term. Better linking executive compensation with long-term performance by requiring meaningful retention of shares senior executives receive from the company's equity compensation plans is what our shareholder proposal seeks today at Chipotle Mexican Grill. Thank you.

Roger Theodoredis
General Counsel, Chipotle Mexican Grill

Thank you, Mr. Wang. As stated in the proxy statement, our board opposes this proposal because they believe it would not provide any additional benefit to our shareholders and could impair our ability to attract and retain talent. A significant portion of our executive officers' compensation already is paid in the form of performance-based compensation and stock-based awards that do not fully vest until three years after grant. Our board believes that our compensation program already aligns the interests of our executives and our shareholders, and that requiring executives to hold our shares until retirement, regardless of the value of their existing stock ownership, would be an unnecessary burden on the executives and not provide additional incentive. Proposal five requests that Chipotle's board adopt a policy to require the chair of the board to be an independent director.

The Service Employees International Union Pension Plans Master Trust submitted this proposal. Maureen O'Brien is here to present the proposal on their behalf. Ms. O'Brien, I believe your line is live. Please go ahead. You have three minutes.

Maureen O'Brien
Analyst, Service Employees International Union Pension Plans Master Trust

Thank you, and good morning, members of the board and fellow shareholders. On behalf of the Service Employees International Union Pension Plans Master Trust, I move item number five. An independent chair of the board is one of the pillars of good corporate governance. As long-term investors in Chipotle, we strongly advocate for an independent board. Empirical evidence is on our side. A 2012 GMI study found that companies with independent chairs paid less in CEO compensation. A five-year shareholder returns at companies that separated the chair and CEO roles outperformed companies with a unified structure by 28%, the study found as well.

A National Association of Corporate Directors wrote in its Blue Ribbon Commission report that, quote, "Board independence is crucial to ensure that the board effectively carries out its mission and responsibilities and fairly holds management accountable to shareholders." A similar study in the Journal of Managerial Issues found, quote, "The benefit of increased knowledge provided by combined leadership structure is outweighed by the increased corporate governance problems it causes." GMI Ratings looked at 180 North American large cap companies and found that separating the roles of CEO and chair saves the firm money and adds more value on a five-year basis. These studies all show that having a separate CEO and chair is smart business. Leading companies agree 34% of the S&P 500 now has independent board chairs according to a 2019 Spencer Stuart report. That's an increase of 31% last year.

A larger portion, 53 of those firms, maintain split roles between the CEO and chair. That's up from 50% the prior year. At Chipotle, our CEO continues to serve as Chairman. An independent chair will ensure our board is independent of management and is effective in its oversight. Please vote in favor of item number five. Thank you.

Roger Theodoredis
General Counsel, Chipotle Mexican Grill

Thank you, Ms. O'Brien. As we stated in the proxy statement, our board opposes this proposal because they believe it is unnecessarily rigid and will not serve the long-term interests of the shareholders. The board believes that the optimal leadership structure for Chipotle really may vary from time to time based on the unique circumstances and challenges that are confronting the company at various times. The board believes it's in the shareholders' best interest to retain the flexibility to evaluate which director possesses the individual skills and experiences that are needed to be an effective chairman at any point in time. Thank you for the proposal and the presentation, Ms. O'Brien. Proposal six requests that Chipotle board publish a report on the company's use of contractual provisions requiring Chipotle employees to arbitrate employment-related claims.

The Comptroller of the City of New York submitted this proposal. Michael Garland is here to present the proposal on their behalf. Operator, I believe you've already opened Mr. Garland's phone line. Mr. Garland, I think you can go ahead. You have three minutes.

Michael Garland
Assistant Comptroller for Corporate Governance and Responsible Investment, Office of the New York City Comptroller

Thank you, good morning, Mr. Chairman, board members, and fellow share owners. I'm presenting proposal six on behalf of New York City Comptroller Scott Stringer and four city pension funds, which are long-term Chipotle investors with about 48,000 shares. We are members of a Human Capital Management Coalition and await the board's response at today's meeting to the coalition's April 28th investor letter asking how the board is overseeing workforce management in response to the COVID-19 pandemic. Proposal six also speaks to the board's oversight of human capital management. Specifically, it calls for the board to report to investors on the use of contractual provisions requiring employees to arbitrate employment-related claims. Such binding arbitration precludes employees from suing in court for wrongs like wage theft, discrimination, and sexual harassment, all of which have been alleged by Chipotle employees.

Private arbitration has been found to discourage claims and to allow a toxic work culture to flourish, undermining morale. In opposing our proposal, management states that it regularly evaluates its employment policies and practices, monitors employee welfare, and reports to the board on human capital management. We have doubts since neither the board nor its key committees disclose explicit oversight of human capital management, nor does the board disclose oversight of food safety, which the company itself considers material. In fact, the Demand R eview Committee that was charged with board oversight of food safety met twice in four years and disbanded last September without any transparency on what these directors accomplished. As long-term investors, we believe the directors we elect today are ultimately responsible for overseeing the culture of the company, and this would include how employees are incentivized.

According to Chipotle workers, store managers are rewarded for prioritizing quick turnaround at the expense of food safety and employee safety. The fake account scandal at Wells Fargo demonstrated how perverse compensation incentives for lower-level employees can create material financial and reputational risk for a company and its investors. An independent board committee now has responsibility for overseeing that bank's incentive compensation, not only for senior executives, but also for, quote, "employees in a position, individually or collectively, to expose the company to material or financial risk." That committee also has explicit responsibility for overseeing Wells Fargo's human capital management. McDonald's, Chipotle's majority owner until 2006, has also delegated responsibility for human capital management to an independent board committee.

Significantly, McDonald's is a fast food company that has increased transparency of its arbitration practices, disclosing that, quote, "We do not and will not, as a condition of employment, require mandatory arbitration of harassment and discrimination claims." Accordingly, we urge Chipotle's board to strengthen its oversight of human capital and food safety and to enhance transparency of its mandatory arbitration practices. We urge shareholders to support proposal 6 to provide that transparency. Thank you.

Roger Theodoredis
General Counsel, Chipotle Mexican Grill

Thank you, Mr. Garland. As we stated in our proxy statement, and you've restated, our Board opposes this proposal because they believe that this report is not necessary and would be potentially misleading and distracting to both the Board and Management with no practical benefit to the Company. Let me just start by saying that our mission at Chipotle is to cultivate a better world, and that includes creating a culture in which all employees feel engaged and have the opportunity to thrive. We're committed to preventing sexual harassment, and ensuring that all employees feel safe and are treated fairly. Our Board does not believe that the proposal is necessary to effectuate that goal. Our Board believes that arbitration is not the most suitable forum for all disputes, but it is the best for some disputes.

They also believe that management is in the best position to assess which forum is most suitable based on the specific facts and circumstances of each individual matter. Thank you, though, for the proposal and for presenting it. Proposal seven requests that Chipotle's board permit shareholders to take action by written consent. James McRitchie, who submitted this proposal, is here to present the proposal. Operator, I believe Mr. McRitchie's phone line is open. Mr. McRitchie, please go ahead. You have three minutes.

James McRitchie
Publisher, CorpGov.net

Well, thank you very much. I feel so proud to stand with other shareholder proponents, all of whom have presented terrific proposals this morning. This proposal requests our board to allow shareholders to take actions by written consent. Having such rights would allow shareholders to take emergency action before an annual meeting. Many boards and investors assume a false equivalency between rights of written consent and special meeting. However, any shareholder, regardless of how many or few shares she owns, can seek to solicit written consent on a proposal. By contrast, calling a special meeting may require a lengthy two-step process. The shareholder who does not own the minimum shares required must first obtain the support of other shareholders. Once that meeting is called, the shareholder must distribute the proxies asking shareholders to vote on the proposal to be presented at the special meeting.

This two-step process can take more time and expense than the one-step process of soliciting written consent. This is especially true at Chipotle, which allows only investors with 25% of outstanding shares to call a special meeting instead of 10% allowed by many companies. Similar proposals to this one won more than 50% of the vote recently at Stanley Black & Decker, Berry Global Group, Flowserve, JetBlue, United Rentals, Capital One, Cigna, Applied Materials, and Nuance. I request your vote for proposal number seven, right to act by written consent, and thank you very much for your time this morning.

Roger Theodoredis
General Counsel, Chipotle Mexican Grill

Thank you, Mr. McRitchie. As stated in the proxy statement, our Board opposes this proposal because they believe that if a matter is sufficiently important to require shareholder approval, then that matter should be communicated in advance to all shareholders and that all shareholders should have the opportunity to consider and vote on them. The Board believes that the adoption of the proposal would make it possible for shareholders owning slightly over 50% of our common stock to make significant corporate changes without any prior notice to the company, to the Board, or to other shareholders, and without giving all of the shareholders an opportunity to consider, discuss, and vote on the actions. Thank you to all the proposal presenters. We appreciate your engagement and your willingness to be with us here today.

Are there any comments or questions concerning just these seven proposals, the seven proposals that appeared in the proxy? If you wish to submit a comment or ask a question, please submit it through the website. We have 10 minutes for this section of the meeting. I'm going to pause to see if any questions have come in online.

Laurie Schalow
Chief Corporate Affairs and Food Safety Officer, Chipotle Mexican Grill

Roger, we do have a question. This is in regards to a sexual harassment settlement in December of 2019, where management said that they were in the best position to evaluate whether arbitration should be used in cases of sexual harassment in the workforce, in the workplace, and that there are benefits of using arbitration to protect worker privacy. The question is, how does it actually benefit employees to withhold disclosure about the use of arbitration from shareholders? Does it benefit potential perpetrators of harassment?

Roger Theodoredis
General Counsel, Chipotle Mexican Grill

Thanks, Laurie, for the question. I think it's fair to say that we are being transparent with respect to the fact that we ask employees to sign mandatory arbitration agreements when they come aboard. It isn't always enforced, as we said, in that management has the ability to make a call as to whether or not a particular matter should be arbitrated or should rather go through the court system. Having said that, we really have to stress, both the board and management would stress what I said earlier. The mission of Chipotle is to cultivate a better world, and the best way for us to do that is to start at the ground level with the crews who work so hard and for whom we are so grateful for working so hard to create an engaged and safe workplace for them.

We have anonymous 800 numbers that employees can call should they have an issue in our stores. We want them to avail themselves of those numbers and to use them so that we view those as an opportunity for continuous improvement to make things better for all our employees in each of our stores. The act of calling those and also voicing when someone doesn't feel safe or doesn't feel like the proper grounds for engagement exist, we want to hear about that so that we can remedy it in any way that we can. Speaking for the Board and speaking for the executive leadership of this company, we are absolutely committed to that, and that's the way that we will achieve our mission of Cultivating a Better World. One of the ways we'll do that.

Laurie Schalow
Chief Corporate Affairs and Food Safety Officer, Chipotle Mexican Grill

Great. Thank you, Roger. Another question we have is regarding a report that was issued in February. The question is, how is Chipotle making sure that restaurant managers are following all safety procedures to limit coronavirus and other pathogens following this pandemic?

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

Yep. This is Brian. Obviously, we execute training around all of our food safety and wellness practices. The expectation is it is part of our culture, and that on a daily basis, people perform not only the duties of preparing delicious food, but the duties of having a wellness environment as well as a food safe environment. That goes from wearing gloves, to washing hands, to using hand sanitizer, to ensuring that areas are cleaned and disinfected. We monitor this with audits, and we monitor this with daily meetings and practices so that people execute the full litany of responsibilities in our restaurants for the benefit of our customers and the benefit of our employee safety and well-being.

Laurie Schalow
Chief Corporate Affairs and Food Safety Officer, Chipotle Mexican Grill

Great. Thank you. At this time, I do not see any additional questions related to the shareholder proposals.

Roger Theodoredis
General Counsel, Chipotle Mexican Grill

Great. Thank you, Laurie. Now I will turn the meeting over to Brian, who is going to give a brief update on our business.

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

Before I begin, let me say that my presentation today contains forward-looking statements about our business and our expected future results of operations. Our actual results could differ materially from what I am going to present, and some of the factors that could cause actual results to be materially differ from those that I present today are listed on this slide and are listed in our most recent earnings press release. As probably all of our folks on this line are aware, and those that have been a part of Chipotle for a long time know that we are a purpose-driven company that is focused on cultivating a better world, really driven by a fundamental principle of giving people access to Food with Integrity.

This is at the core of our company, and this is a big reason for why people choose to work at our company, and a big reason why people choose to eat at our restaurants. We're very proud of this purpose, and we will continue to move it forward as we continue to grow our company in the future. Behind our purpose are five key strategies, which we have stated over the last couple of years that we have continued to make great progress on. Number 1 is really around making the brand much more visible and loved for what we stand for, which is uniquely approaching culinary and Food with Integrity, and giving people access to that.

The second key strategy is we want to create innovations, whether it's menu innovation, operational innovation, new restaurant design innovation, utilizing a Stage-Gate process, which allows us to take an approach where it really utilizes design thinking, where we understand the problem, we create a prototype, we put that prototype into action, we learn from it, and then we pivot accordingly before we launch things nationally. This has served us well to date with product launches like Carne Asada, and most recently, Queso Blanco, and obviously our Chipotle Rewards. The third key strategy is leveraging our Digital Make Line to expand access and convenience. This is something that we've invested in heavily to create a true access point for those customers that want to have Chipotle via the digital channel, and also allow off-premise experiences that go beyond just coming into our restaurants, and taking away.

This has proven to be very effective. It was 20% of our business near the end of 2019, and it has accelerated in 2020. I'll touch on this a little bit later. The fourth key strategy is around engaging customers with our loyalty program. This was a loyalty program that we launched about a year ago. We have nearly 12.5 million, almost 13 million customers now in this Chipotle Rewards. We believe it'll continue to grow. It is going to be a key platform that we use to communicate with our customers and get them engaged with Chipotle at another level. The fifth key strategy, which really is one of the key foundations to all this, is running successful restaurants with a strong culture that delivers delicious food, great hospitality, leading economics, and obviously continue to do it at a speed experience that customers demand.

Our operators have done a great job on moving this key strategy forward. For 2019, in executing those key strategies, we've had numerous accomplishments. I'll just highlight a few. Our revenue increased 14.8%, taking us to $5.6 billion. Our restaurant comp sales increased 11.1%, driven by 7% transaction growth, comparable transaction growth, which I think both of those metrics were industry leading. Our digital sales grew 90.3% and achieved a big milestone, with our digital business now over $1 billion and accounting for 18% of sales. Our restaurant level operating margin increased to 20.5%, and our diluted earnings per share grew 55% to $14.05. We also were able to open 140 new restaurants, including two relocations while we closed seven. I want to switch gears and talk about some of our recent performance. We're very proud of 2019.

All that does is set us up for what we're going to be doing going forward. Those key strategies are still in place. Our recent performance, which we just shared on our most recent earnings call, you could see the impact that it was having in January and February. Our comp sales were running +14.4%. Unfortunately in March, the global pandemic became front and center in the U.S. As a result, we had to close some restaurants and all of our dining rooms. Fortunately, despite sales going down, from a comp standpoint, -16%, we have a very strong balance sheet and a very strong, as a result, a very healthy position to weather the current crisis. I think you hopefully have seen that we are a company with no debt and close to $900 million of cash.

We have added a line of credit or a revolver that gives us additional protection in the event we need that additional protection. We have not drawn on that revolver. We continue to believe the company will manage nicely through this challenging time. When we get to the other side, our five key strategies will continue to prove to be effective. The other thing I wanted to just highlight is while the crisis is at hand, we have continued to focus on our digital business while also driving new restaurant development. Those are two key pillars for us that we will continue to invest in during this time period, as well as investing in our people. We're very fortunate that we're a company that can do all those things in these difficult times. If you go to the next slide, you can see our response.

First and foremost, it was really a commitment to food safety and wellness. We wanted to make sure that our employees work in a healthy, safe environment. We encouraged no one to work that was not healthy or feeling healthy. We provide paid sick leave. We do wellness checks and daily symptom checks. We have hand washing hand sanitizers in the front of the restaurant, back of the restaurant. We're constantly sanitizing all high touch and high traffic areas. Additionally, we have air filtration and purification systems in place. We've provided our employees with masks as well. We will continue to stay fully committed to providing a food safe and wellness environment. As we learn new things to implement, we will implement accordingly. The other thing is our operations have really proven to be very resilient.

I'm very proud of how our operators have been able, and all of our field-level employees have been able to react and be nimble enough, to continue to execute the Chipotle operation really as an off-premise business. It's been very impressive to see how that has performed in these challenging times. The other thing is our off-premise business really is what's driving some stability. The fact that we have a digital business that is serviced by a dedicated kitchen, really enabled us to navigate these challenging times. We launched a new delivery partnership with Uber Eats, and we've been offering free delivery, really throughout the months of March, April, and, for the most part, the first couple of weeks of May. That just ended May 10th.

We are very fortunate, because we're able to have an operation that has the flexibility with a culture that's driven around food safety and wellness and, we're able to deliver food off-premise and give people access to off-premise occasions. We've been able to continue to support the communities and our employees with keeping people employed, investing in our employees with increases in pay, in investing in bonuses to the tune of $9 million, expanding our emergency leave benefits, extending access to telemedicine, and also supporting our communities with free burritos to healthcare workers. Obviously we've got a match program with our e-gift card purchases as well. As always, Chipotle, first and foremost, makes its decisions and wants its culture to be reflective of its purpose of cultivating a better world.

I think we've done that during these challenging times by investing first in our people, investing in food safety and wellness, investing in our operation, obviously investing in the future, during these challenging times. With that, I think it'd be helpful just to play a video just so that you get a flavor of what these safety practices look like. I'll touch on our future priorities, which are very consistent with what we have been focused on to date, and I believe will continue to drive future growth for Chipotle. Number 1, digital. We are focusing on continuing to enhance access, within the U.S. and adding digital system capability to Canada and Europe, as well as remodeling our restaurants to provide more seamless digital access. Number 2, marketing.

This is all centered on continuing to make our brand more visible for the reasons that people love Chipotle. Additionally, we will leverage our Chipotle Rewards database to drive our culture, drive a difference, and drive purchases in everything that we do in our marketing efforts. On the menu front, we will continue to look for ways to make our current menu even more delicious and always continue to move food culture towards Food with Integrity. We are committed to using our Stage-Gate process as we look at new menu opportunities, as customers expect variety and new experiences. Our goal really is to introduce one or two new items per year on the menu side of things. Operations. Consistently, we will stay focused here on having a terrific food safety culture. Obviously, we want to continue to work on team stability.

We've seen nice improvements in turnover, but we want to continue to drive that stability forward. Obviously, we want to give people delicious food at the speed that they want with the customization that they want. Lastly, our restaurant development focus. We are focused on doing more Chipotlanes, which gives people more access to Chipotle, while also accelerating our new restaurant openings going forward and continue to remodel the estate of Chipotle across the country. Those are the things I wanted to share with everyone today. Very proud of our organization. Very proud of all of our folks in our restaurants that I think have just done a tremendous job during these challenging times.

I think we're very fortunate that we have a company that is centered on a purpose and has clear strategies that are proving to be effective and I believe will continue to be effective. Thank you. As of 8:40 A.M. today, Tuesday, May 19th, 2020, the polls are officially closed for voting. Roger, will you please report the preliminary results of the voting?

Roger Theodoredis
General Counsel, Chipotle Mexican Grill

Thanks, Brian. Based on the Inspector of Elections preliminary report, the results of voting are as follows. Each of the nominees for director received more than 95% of the votes cast in favor of his or her election and has been elected as a director of Chipotle to serve for a one-year term that will expire in 2021. The proposal to approve on an advisory basis our executive compensation received more than 95% of the votes cast in favor of the proposal and has been approved. The proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for 2020 received more than 96% of the votes cast in favor of the proposal and has been approved. Proposal 4, regarding retention of shares by executive officers, received less than 50% of the votes cast in favor of the proposal and has not been approved.

Proposal five, to require an independent chair of the board, received less than 50% of the votes cast in favor of the proposal and has not been approved. Proposal six, requesting a report on arbitration of employment-related claims, received more than 50% of the votes cast in favor of the proposal and has been approved. Proposal seven, related to action by written consent of shareholders, received less than 50% of the votes cast in favor of the proposal and has not been approved. We will file a Form 8-K with the SEC this week to report the final results of the voting today, including votes submitted at this meeting. Now, I'm going to turn the meeting back over to Brian.

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

Thank you, Roger. That concludes the business for the meeting. The meeting is now adjourned. I now invite you to ask any questions you may have regarding Chipotle and its business. Please follow the instructions provided on the website to submit questions.

Laurie Schalow
Chief Corporate Affairs and Food Safety Officer, Chipotle Mexican Grill

Great. Thank you, Brian. We do have a question regarding our digital sales, why they have increased so much during the pandemic, and how the company was prepared to handle that volume.

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

Yes. Thanks for the question. As I mentioned, one of our key strategies was to invest in creating a digital access mode, and we've been working on that really for the last two years. When the pandemic hit, we switched a lot of our communication to inform people and make them aware that you could order in the app, on the web, for off-premise food service, meaning pick it up contactless, delivery contactless. That has proven to be highly effective because consumer behavior quickly pivoted to wanting access to great food that could be brought to their home or experienced away from a dining room, specifically in a restaurant.

Very fortunate that we've invested the way we have and that we have the capability to create a truly digital experience that customers love and it allows them to get the customized experience almost as if they are in the restaurant. We have a saying, we want the online experience to be just as good as the in-line experience. I think that's what you're seeing here is consumers saying, "Wow, the food is just as delicious. The customization, just what I wanted and the speed at which I can have access to this at the price that I can have access to it makes a whole lot of sense." We're in a really good position, I think, going forward to continue to drive this digital access channel.

Laurie Schalow
Chief Corporate Affairs and Food Safety Officer, Chipotle Mexican Grill

Great. Thanks, Brian. Another question. Does Chipotle plan on opening for breakfast and serving items such as breakfast burritos?

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

We currently do not have plans to open the restaurants for breakfast. We're focused on continuing to drive our business through the current occasions that we serve, so call it lunch, afternoon, dinner. The hours of operation we have today, we believe there's still plenty of growth. For now, there's no focus on the breakfast daypart.

Laurie Schalow
Chief Corporate Affairs and Food Safety Officer, Chipotle Mexican Grill

Great. Thanks, Brian. Another question. What are Chipotle's plans for reopening dining rooms during the coronavirus, and how will that work operationally?

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

Yes. This is obviously something that we are taking a very, I would say, cautious approach. We want to make sure that we are informed by all the right information, that information coming from local authorities, the CDC, and obviously we work in partnership with our employees on ensuring that we open the restaurant in a safe way. We're actually using our Stage-Gate process for this approach, where we will go into a restaurant or two to understand the procedures and processes that we've put in place. Is it getting the behaviors that we are hoping for? We will take a measured approach to this, and our goal is as we reopen dining rooms, we do it in a way that keeps the integrity of our food safety and our wellness culture front and center for our employees as well as our customers.

We do believe it's something that's feasible. We're just going to really take a, I think, informed approach to how we reopen these dining rooms going forward.

Laurie Schalow
Chief Corporate Affairs and Food Safety Officer, Chipotle Mexican Grill

Great. Thanks, Brian. We do have a couple of questions around food safety, and I know some of them were already answered or discussed during the presentation. Maybe one further on how the company is managing incentives for our restaurant employees and managers around operational performance versus maintaining strict food safety standards.

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

Yeah. We want our incentives, obviously, to be around rewarding the right behaviors that provides an excellent customer experience and employee experience. Really that is how we approach this. The goal is to reward people for doing the right thing, both for the company, the customer, and themselves. We really do focus in on wanting development of the individual, both professionally and personally, so that they can be seen as a leader, both in the restaurant and in their community.

Roger Theodoredis
General Counsel, Chipotle Mexican Grill

This is Roger. Just to add onto that, Brian really addressed the specifics with respect to the steps that Chipotle is taking with regard to food safety. We're actually gratified to get these questions because they reflect on how we approach food safety every day to make it a culture within Chipotle. There's a temptation, I think, sometimes to cast the food safety and operations as an "or," that you can either do operations very well or food safety well. In fact, we at Chipotle look at it as an "and." We believe it's a false choice to say it's one or the other because of that culture of food safety that is experienced by the hard work of every one of our crews.

During the COVID-19 crisis, we've seen that as Brian mentioned the specifics, and we've also seen that our industry associations, other restaurants, and state governments have been reaching out to us specifically to work with them on what it looks like to operate during a crisis of this kind because they recognize our practices, both the industry and the governments recognize our practices as being best in show. You might have seen that we're working with various state governments, among them the Gavin Newsom's Council for reopening the state, and we have been giving input to other states where needed.

Laurie Schalow
Chief Corporate Affairs and Food Safety Officer, Chipotle Mexican Grill

Great. Thank you, Brian and Roger. We have another question. Has Chipotle considered a drive-through option, especially in light of COVID-19? I know you talked about Chipotlane, but maybe describe exactly what that is.

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

Sure. Thanks for the question. We are, I would say, really the first company to reinvent the drive-through experience. What we have done is we've created a format where you get all the customization and access to Chipotle's menu through the app and/or our website. What we do is we provide an access point where you do not have to get out of your car. When you come to a Chipotle that has a pickup window, you're able to just come around the building and pull up to the window. Our team member will be there to greet you. You say your name, we hand you your order, and on you go. We have about 60, 70 of these restaurants right now with that access point. We plan on building a whole lot more going forward.

We have definitely seen that people appreciate the additional access, and it's also proven to be very effective in the current environment that we're operating in. A huge opportunity for growth and one that I think is an example of Chipotle leading and changing food culture yet again.

Laurie Schalow
Chief Corporate Affairs and Food Safety Officer, Chipotle Mexican Grill

Great. Thanks, Brian. A question regarding what do we expect the impact of COVID-19 to be on the company's business in the long term and its impact on our average unit volumes and our restaurant growth?

Brian Niccol
Chairman and CEO, Chipotle Mexican Grill

Well, look, what I can speak to is the near term. We've definitely seen an impact. I do believe as the pandemic in the U.S. starts to move towards reopening the economy, Chipotle will obviously benefit from the reopening of the economy. I'm optimistic that the five key strategies that I outlined earlier are the right strategies for Chipotle in the long run, because we will continue to be a leader in food safety and wellness. We'll be a leader in digital. We'll be a leader in Food with Integrity. I think all of those things combined really are redefining the future of restaurants and food. We have the balance sheet and the economics to support our growth initiatives going forward. We will continue to, I think, navigate the current issue at hand without losing sight of what the future holds for our company.

Good question. Okay, that's all the questions we have time for today. We will post responses to some of the questions we were not able to get to on our investor relations site later this week. With that, this meeting is concluded. Thank you for attending our meeting and for your continued support of Chipotle.

Operator

Thank you again, ladies and gentlemen. This concludes your call. You may now disconnect.