Chipotle Mexican Grill, Inc. | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>Chipotle Mexican Grill, Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Lobbying & Political Contributions </p>
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<strong>Focus Area:</strong>
<p>Living Wage, Lobbying </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p>RESOLVED: Shareholders of Shake Shack Inc. (“Shake Shack” or the “Company”) request that Board of Directors take steps to analyze and report to shareholders (at reasonable cost and omitting confidential information) on the alignment of the Company’s lobbying and public policy advocacy with its stated values and public policy positions. This report should include both direct lobbying and indirect advocacy through trade associations and politically active social welfare organizations and should describe the criteria used to analyze alignment.</p>
<p>SUPPORTING STATEMENT: Trade associations or other organizations to which a company belongs or contributes may at times take positions that contradict or undercut company values or positions on important issues. Companies that find themselves with serious misalignment face reputational risk and, where misalignment concerns issues core to value creation, risk to the business. </p>
<p>Shake Shack’s 2024 “Stand for Something Good” report emphasizes the Company’s commitment to its employees. The report describes “deliver[ing] a strong financial benefit for our team members” as a key element of Shake Shack’s mission, and says that it “prioritize[s] creating a supportive and inclusive work environment for our people and offer[s] benefits, rewards, and recognition programs to ensure their health and well-being.1 Among the initiatives CEO Rob Lynch recently identified as key to Shake Shack’s performance is the improvement in the average hourly employee turnover rate from 90 to 180 days.2 Shake </p>
<p>Shack is a member of the National Restaurant Association (“NRA”), the “largest foodservice trade association in the world.”3 Some of the NRA’s lobbying positions, however, appear to be at odds with Shake Shack’s stated approach to its workforce. The NRA has vociferously opposed efforts to repeal the subminimum wage of $2.13 for tipped workers. Its affiliate, the Arizona Restaurant Association, sued to challenge signatures needed to put the One Fair Wage Act on the ballot (the Act sought to eliminate the subminimum wage). The Colorado Restaurant Association opposed a bill requiring a state agency to disclose employers that committed wage theft and a bill requiring employers to notify workers of their schedules in advance.4 </p>
<p>We are concerned that Shake Shack may be funding organizations that take public policy positions that are inconsistent with Shake Shack’s values and the reputation the company seeks to maintain. Current disclosures do not adequately inform investors how the Company ensures its direct and indirect lobbying aligns with its public policy commitments, and how it is managing policy misalignment risks. To fill that gap, Shake Shack should join leading companies like Unilever by analyzing the actions taken by groups to which it belongs or contributes and disclosing to shareholders how the Company assesses alignment between the groups’ policy advocacy and Shake Shack’s own values and public positions. </p>
<p>1 https://shakeshack.com/sites/default/files/2025-04/2025-04-23_SHA_2024-SFSG%20Report_R8c.pdf, at 2, 17 </p>
<p>2 https://www.restaurantbusinessonline.com/operations/how-shake-shack-plans-win-market-share-2026  </p>
<p>3 https://restaurant.org/About-Us  </p>
<p>4 Eyal Press, “Check Your Bill,” The New Yorker, Aug. 4, 2025</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Amy Carr</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Friends Fiduciary Corporation</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Sheena Strawter-Anthony</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>William Caspar Graustein Memorial Fund</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Katie Carter</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Portico Benefit Services (ELCA)</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Chipotle Mexican Grill, Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Human Rights & Worker Rights </p>
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<strong>Focus Area:</strong>
<p>Worker Rights, Health & Safety </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>Resolved:</strong> Shareholders request the Board of Directors of Chipotle Mexican Grill Inc. (“the Company”) commission an independent third-party audit on the impact of the Company’s policies and practices on the safety and well-being of workers throughout all Company-branded operations. A report on the audit, prepared at a reasonable cost and omitting proprietary information, should be made available on the Company’s website. </p>
<p><strong>Supporting Statement:</strong> Workplace violence is recognized as a national cause for concern. The U.S. Occupational Safety and Health Administration (OSHA) states that acts of violence and other injuries are the third leading cause of fatal occupational injury in the U.S.1 and that “workplace violence is a major concern for employers and employees nationwide.”2 It is in the best interests of Chipotle, its shareholders and workers to conduct an audit of its policies and practices and take action to limit workers exposure to health and safety risks. Chipotle’s ability to attract and retain workers is particularly important to the Company’s long-term success, particularly given the high turnover in this industry. </p>
<p>We recommend that the audit evaluate management and business practices that may contribute to an unsafe or violent environment, including staffing capacity; provide for meaningful consultation with workers and customers to inform appropriate solutions, including whistle-blower protections for workers reporting health and safety related incidents; and make recommendations for actions and regular reporting with progress on identified actions. </p>
<p>Despite our proposal receiving nearly 30% support last year, Chipotle workers continue to be exposed to safety risks from customers. In 2024, Chipotle workers have been physically attacked and shot at by customers in Chipotle restaurants. </p>
<p>In January, a Chipotle worker in South Carolina was attacked by customers who were upset about the cost of extra chicken. In April, a Chipotle worker in Michigan was shot in the leg by a customer who was unsatisfied by the serving of guacamole that he had received. In June, two Chipotle workers in South Carolina were shot at, with one being injured, while taking out the trash. In another incident, workers at a California Chipotle were attacked by customers who climbed over the counter, and threw food at workers. </p>
<p>Chipotle commits to “treating our people right.” Ensuring that workers’ health and safety needs are addressed is vital to that mission, but unfortunately those needs are not currently being met. We urge shareholders to vote FOR this proposal.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Mikail Husain</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>SOC Investment Group</span></div>
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Resolution Details

Company:

Chipotle Mexican Grill, Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Worker Rights, Health & Safety

Status:

Filed

Resolution Text

Resolved: Shareholders request the Board of Directors of Chipotle Mexican Grill, Inc. (“the Company”) commission an independent third-party audit on the impact of the Company’s policies and practices on the safety and well-being of workers. A report on the audit, prepared at reasonable cost and omitting proprietary information, should be made available on the Company’s website. The audit should include:

• Evaluation of management and business practices that contribute to an unsafe or violent environment, including staffing capacity;

• Meaningful consultation with workers and customers to inform appropriate solutions; and,

• Recommendations for actions and regular reporting with progress on identified actions.

Supporting Statement:

Workplace violence is recognized as a national cause for concern. The U.S. Occupational Safety and Health Administration (OSHA) states that acts of violence and other injuries are the third leading cause of fatal occupational injury in the U.S. OSHA states, “However it manifests itself, workplace violence is a major concern for employers and employees nationwide.”

Chipotle has been the subject of media reports over the past year showing staff exposure to customer violence. We believe these reports represent a growing reputational risk to Chipotle and shareholders.

In 2023, there were terrifying reports of workers being robbed at gunpoint in Pittsburgh, Pennsylvania; Rochester, Minnesota; and Columbus, Ohio as well as Chipotle workers being assaulted by customers in Parma, Ohio.

Chipotle workers have been exposed to unsanitary conditions. A Chipotle restaurant in South Florida was the subject of an investigative TV news report on health risks from unclean conditions. The report revealed overflowing sewage from the restrooms into the dining and food service areas and observed workers standing in the sewage during cleanup efforts.

The Company has come under fire for failure to protect employees’ mental, emotional, and physical well-being. The United States Equal Employment Opportunities Commission (EEOC) filed a suit against the Company alleging management harassment of a female Muslim Chipotle worker in Lenexa, Kansas. The EEOC claims a manager repeatedly requested the worker to remove her hijab and eventually forcibly took the hijab off her head. Her complaints to management went unheeded and she resigned. The Company eventually offered her a position at another location and fired the manager for an unrelated issue.

We believe problems of understaffing can exacerbate workers’ anxiety over health and safety risks. In Augusta, Maine Chipotle workers cited safety concerns due to understaffing. An Augusta worker stated, “I think there were two people manning an entire kitchen meant for at least seven people.” Chipotle’s Code of Ethics states the Company protects the health and safety of its employees. We believe that however well-intentioned the policy, this commitment is not being met. We urge shareholders to vote FOR this proposal.

Resolution Details

Company:

Chipotle Mexican Grill, Inc.

Year:

2023

Issue Area:

Corporate Governance

Focus Area:

Shareholder Rights

Status:

Vote

Vote Percentage:

12.30%

Resolution Text

Resolved

James McRitchie and other shareholders request that directors of Chipotle Mexican Grill Inc. (“Company”) amend its bylaws to include the following language:

Shareholder approval is required for any advance notice bylaw amendments that:

1. require the nomination of candidates more than 90 days before the annual meeting,

2. impose new disclosure requirements for director nominees, including disclosures related to past and future plans, or

3. require nominating shareholders to disclose limited partners or business associates, except to the extent such investors own more than 5% of the Company’s shares.

Supporting Statement

Under SEC Rule 14a-19, the universal proxy card must include all director nominees presented by management and shareholders for election.[1] Although the Rule implies each side’s nominees must be grouped together and clearly identified as such, in a fair and impartial manner, most rules for director elections are set in company bylaws.

For Rule 14a-19 to be implemented equitably, boards must not undertake bylaw amendments that deter legitimate efforts by shareholders to submit nominees. The bylaw amendments set forth in the proposed resolution would presumptively deter legitimate use of Rule 14a-19 by deterring legitimate efforts by shareholders to seek board representation through a proxy contest.

The power to amend bylaws is shared by directors and shareholders. Although directors have the power to adopt bylaw amendments, shareholders have the power to check that authority by repealing board-adopted bylaws. Directors should not amend the bylaws in ways that inequitably restrict shareholders’ right to nominate directors. This resolution simply asks the board to commit not to amend the bylaws to deter legitimate efforts to seek board representation, without submitting such amendments to shareholders. We urge the Board not to further amend its advance notice bylaws until shareholders have at least voted on this proposal.

Bloomberg’s Matt Levine speculates bylaws might require disclosure submissions “on paper woven from unicorns’ manes,”[2] with requirements waived for the board’s nominees. While Mr. Levine depicts humorous and exaggerated possibilities, some companies are adopting amendments clearly designed to discourage fair elections.

Directors of at least one company (Masimo Corp.) recently adopted bylaw amendments that could deter legitimate efforts by shareholders to seek board representation through a proxy contest. Masimo’s advance notice bylaws “resemble the ‘nuclear option’ and offers a case study in how rational governance devices can become unduly weaponized, writes Lawrence Cunningham.[3] Directors of other companies are considering similar proposals.

To ensure shareholders can vote on any proposal that would impose inequitable restrictions, we urge a vote FOR Fair Elections

[1] https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.14a-19

[2] https://www.bloomberg.com/opinion/articles/2022-10-27/credit-suisse-gives-first-boston-gets-a-second-chance?sref=a7KhiWzs

[3] https://corpgov.law.harvard.edu/2022/10/23/the-hottest-front-in-the-takeover-battles-advance-notice-bylaws/

Resolution Details

Company:

Chipotle Mexican Grill, Inc.

Year:

2023

Issue Area:

Human Rights & Worker Rights

Focus Area:

Collective Bargaining/Unionization

Status:

Vote

Vote Percentage:

33.30%

Resolution Text

BE IT RESOLVED: the Board of Directors of Chipotle Mexican Grill, Inc. (“Chipotle”) shall adopt and disclose a Noninterference Policy (the “Policy”) upholding the rights to freedom of association and collective bargaining in its operations as reflected in the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work (“Fundamental Principles”). The Policy should contain commitments to the following:

Non-interference when employees exercise their right to form or join trade union, which includes prohibiting Chipotle from undermining this right or pressuring employees seeking to form or join a trade union;
Good faith and timely collective bargaining if employees form or join a trade union;
Where national or local law is silent or differs from international human rights standards, Chipotle will follow the higher standards; and
Processes to identify, prevent, account for and remedy any practices that violate or are inconsistent with the Policy.

SUPPORTING STATEMENT: Freedom of association and collective bargaining are fundamental human rights under internationally recognized human rights frameworks, including the Fundamental Principles and the United Nations’ Universal Declaration of Human Rights.”

According to the International Labour Organization, “Freedom of association refers to the right of workers …to create and join organizations of their choice freely and without fear of reprisal or interference”[1](emphasis added).

As stated by the United Nations High Commissioner for Human Rights, “…where national laws and regulations offer a level of human rights protection that falls short of internationally recognized human rights standards, enterprises should operate to the higher standard.”[2]

Chipotle’s Code of Conduct is indeterminant as to which standards will prevail where applicable laws offer human rights protections that fall short of international human rights standards: “[w]e conduct our business in a way that respects fundamental human rights for all people and we support and align around the standards set out in U.N. Universal Declaration of Human Rights and other applicable federal, state, provincial and local laws.”

Chipotle has repeatedly interfered with workers’ exercise of fundamental rights in violation of international standards and/or applicable law. Alleged intimidation tactics include retaliatory firings and restaurant closures, anti-union consultants, and captive audience meetings. In October 2022, the National Labor Relations Board (“Board”) was investigating fourteen charges involving allegations of illegal attempts to thwart union activity.[3] The Board later determined that Chipotle violated federal The Board later determined that Chipotle violated federal labor law by closing a Maine restaurant where workers voted to unionize; it ordered Chipotle to reopen the restaurant and offer all dislocated employees jobs at the restaurant and back pay.[4]

Microsoft recently adopted company-wide noninterference Principles[5] and announced a “labor neutrality agreement” at Activision Blizzard, which “reflects a fundamental belief … that enabling workers to freely and fairly make a choice about union representation will benefit Microsoft and its employees…”[6]

[1] https://www.ilo.org/actrav/events/WCMS_315488/lang–en/index.htm

[2] https://studylib.net/doc/8645493/the-corporate-responsibility-to-respect-human-rights

[3] https://www.restaurantbusinessonline.com/workforce/chipotle-crew-member-kansas-files-unfair-labor-practice

[4] https://www.wabi.tv/2022/11/04/nlrb-issues-complaint-ordering-chipotle-reopen-closed-augusta-store/#%3A%7E%3Atext%3DAmong%20other%20things%2C%20it%20orders%2Cthe%20Augusta%20store%20in%20July

[5] https://blogs.microsoft.com/on-the-issues/2022/06/02/employee-organizing-engagement-labor-economy/

[6] https://news.microsoft.com/2022/06/13/cwa-microsoft-announce-labor-neutrality-agreement/

Resolution Details

Company:

Chipotle Mexican Grill, Inc.

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Withdrawn for Agreement

Resolution Text

Whereas, we believe in full disclosure of lobbying activities and expenditures of Chipotle Mexican Grill, Inc. (“Chipotle”) to assess whether Chipotle’s lobbying is consistent with its expressed goals and stockholder interests.

Resolved, Chipotle stockholders request the preparation of a report, updated annually, disclosing:

Chipotle’s policy and procedures governing its own lobbying, both direct and indirect, and grassroots lobbying communications.
Payments by Chipotle used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
Description of management’s decision-making process and the Board’s oversight of this process.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Chipotle is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Nominating and Corporate Governance Committee and posted on the Chipotle website.

Supporting Statement

Chipotle does not currently report on the full extent of its lobbying efforts. We do know that Chipotle spent $530,000 from January 1 – September 30, 2022 on federal lobbying. The company also spent $209,000 to oppose AB 257 in 2022, a California law that creates a council to set minimum standards on working conditions, a law that industry groups now seek to overturn. Beyond that, there is not a complete picture of the company’s lobbying activities:

State level lobbying disclosures are uneven, incomplete or absent.
Chipotle does not disclose donations to third party groups that spend millions on lobbying and often undisclosed grassroots activity; these groups may be spending “at least double what’s publicly reported.”

Further, while Chipotle discloses a list of trade association memberships, it does not disclose indirect lobbying expenditures made through groups like the National Restaurant Association and Business Roundtable. In 2022, the National Restaurant Association, spent $2,110,000 on federal lobbying, and Business Roundtable spent $15,110,000.

We are concerned that lack of disclosure could present reputational risk that could harm shareholder value from lobbying that is not aligned with the Company’s public positions. Chipotle claims to be “a people-first company” whose purpose is “Cultivating a Better World.” Complete reporting would shed light on how that commitment operates in practice.

Lobbying Alignment with Stated Company Values/Positions

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