• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military

2

'We are rapidly running out of time': Watchdog sounds Social Security alarm after 22% cut confirmed for 2032

3

Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there

1

Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military

2

'We are rapidly running out of time': Watchdog sounds Social Security alarm after 22% cut confirmed for 2032

3

Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there
LeadershipCorporate Governance

Chipotle’s Shareholders Just Voted for More Power to Pick the Company’s Board

By
Reuters
Reuters
Down Arrow Button Icon
By
Reuters
Reuters
Down Arrow Button Icon
May 12, 2016, 5:32 AM ET
A Chipotle Restaurant Ahead Of Earnings Data
Photograph by Bloomberg Bloomberg via Getty Images

Chipotle Mexican Grill’s shareholders approved a proposal on Wednesday to give investors more power to shake up the burrito chain’s board after a string of food safety-related outbreaks undermined confidence in its directors.

Over the board’s objection, investors at Chipotle’s annual meeting passed a non-binding proposal that would allow an investor or group of investors owning 3% or more of the company’s outstanding shares continuously for at least three years to nominate directors to the board.

Investors also heeded the call of an activist shareholder and a proxy adviser to withhold support for some directors in protest of lax oversight. While the entire board was reelected, three members received unusually low numbers of votes.

 

The New York City Pension Funds, which sponsored the successful proxy access proposal, had predicted that the vote would be a referendum on Chipotle’s board.

“Today’s vote serves as a wake-up call for a board that urgently needs to restore investor confidence in the wake of costly risk oversight failures,” Scott Stringer, investment adviser at the proposal’s sponsor, the New York City Pension Funds, said in a statement.

Those failures include a lack of response to early red flags on food safety, his office said. The proposal received 57% of votes cast, according to Reuters’ calculations from results in a Chipotle regulatory filing. A counterproposal by Chipotle that would have required a 5% ownership threshold failed with about 24% of votes in support.

Company spokesman Chris Arnold said, “We have a history of taking action in response to the outcome of shareholder votes, and I don’t expect this will be any different.” He did not immediately clarify what action the company might now take.

Several major pension funds supported the measure this year, including the California Public Employee Retirement System, which helped Stringer drum up investor support.

Stringer has pushed through similar measures at other companies and made a similar proposal last year at Chipotle (CMG), citing what the fund saw as excessive executive compensation. That 2015 proposal failed after falling just short of winning majority support.

Calls for board changes and oversight have grown louder since the company’s food safety problems hammered its formerly high-flying shares.

Chipotle stock is down about 30% since October, when the chain closed restaurants in the Pacific Northwest due to an E. coli outbreak.

That news sparked intense scrutiny of other 2015 Chipotle-linked E. coli, salmonella and norovirus outbreaks, scared away customers and sparked a federal criminal investigation.

Shareholder CtW Investment Group separately called on fellow investors to withhold votes for long-time board members Patrick Flynn and Darlene Friedman, saying the chain’s recent food safety crisis shows the company needs a more independent and diverse board.

Institutional Shareholder Services (ISS), a major proxy advisory firm, recommended votes against Flynn and audit committee chair Albert Baldocchi, given that committee’s “failure to provide sufficient oversight of food safety risk.”

Shareholders withheld the most votes for Flynn and Baldocchi, at 29.6% and 21%, respectively.

Only 1% of S&P 500 directors received that level of opposition in last year’s proxy season, said CtW, which noted that Chipotle’s board was re-elected with over 95% support last year.

“This board was not only caught flat-footed by the food safety scandal, but even worse, has failed to draw lessons for itself from what is the most significant failure to oversee risk one could imagine under its watch,” Dieter Waizenegger, Executive Director of the CtW Investment Group, said in a statement.

Chipotle shares closed down 1.6% at $454 on Wednesday.

About the Author
By Reuters
See full bioRight Arrow Button Icon

Latest in Leadership

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Leadership

Jamie Laing thinks tomorrow’s Fortune 500 will be built by creators. He might be right 
C-Suitecreator economy
Jamie Laing thinks tomorrow’s Fortune 500 will be built by creators. He might be right 
By Sam BirchallJune 10, 2026
1 hour ago
Health care’s AI dividend is real. The fight now is over who reaps the gains
NewslettersCEO Daily
Health care’s AI dividend is real. The fight now is over who reaps the gains
By Diane BradyJune 10, 2026
3 hours ago
Saudi economy redraws ambitions—‘going local’ is the new buzz phrase 
Middle EastSaudi Arabia
Saudi economy redraws ambitions—‘going local’ is the new buzz phrase 
By Melissa HancockJune 10, 2026
4 hours ago
Man in a white shirt and jacket.
InnovationBrainstorm Tech
Marc Lore’s robots make 500 burrito bowls an hour. A human can make 45
By Amanda GerutJune 9, 2026
12 hours ago
AI isn’t replacing Hyatt’s salespeople—it’s freeing up a full day of work every week, according to the CEO
AIBrainstorm Tech
AI isn’t replacing Hyatt’s salespeople—it’s freeing up a full day of work every week, according to the CEO
By Sharon GoldmanJune 9, 2026
15 hours ago
The AI industry spent years chasing bigger models. Now it’s chasing efficiency
AIBrainstorm Tech
The AI industry spent years chasing bigger models. Now it’s chasing efficiency
By Sharon GoldmanJune 9, 2026
17 hours ago

Most Popular

Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military
Asia
Pentagon accuses Alibaba, Baidu and BYD, three of China's biggest companies, of supporting the Chinese military
By Kate O'Keeffe and BloombergJune 8, 2026
2 days ago
'We are rapidly running out of time': Watchdog sounds Social Security alarm after 22% cut confirmed for 2032
Economy
'We are rapidly running out of time': Watchdog sounds Social Security alarm after 22% cut confirmed for 2032
By Nick LichtenbergJune 9, 2026
20 hours ago
Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there
Success
Costco CEO Ron Vachris rose from forklift driver to the C-suite without a college degree: ‘Don’t chase a title’ is the career advice that got him there
By Preston ForeJune 8, 2026
2 days ago
Current price of oil as of June 9, 2026
Personal Finance
Current price of oil as of June 9, 2026
By Joseph HostetlerJune 9, 2026
23 hours ago
Trump, who has repeatedly called climate change fake, is now threatening Brazil with tariffs over the deforestation of the Amazon
Environment
Trump, who has repeatedly called climate change fake, is now threatening Brazil with tariffs over the deforestation of the Amazon
By Sasha RogelbergJune 8, 2026
2 days ago
Current price of silver as of Tuesday, June 9, 2026
Personal Finance
Current price of silver as of Tuesday, June 9, 2026
By Joseph HostetlerJune 9, 2026
23 hours ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.