Shareholders of Chipotle Mexican Grill Thursday overwhelminglyrejected an executive compensation plan that critics said left company chieftains"overstuffed" at the expense of shareholders.Just 23 percent of Chipotle's shareholders voted in favor of the company-backed"say-on-pay" proposal at Thursday's annual meeting, a Chipotle spokesman said.The CtW Investment Group, which advises union-sponsored pension funds,applauded the condemnation of "bloated" and "overstuffed" pay for the leaders ofthe famed burritochain."Withthisoverwhelming rejection of the pay plan by the Company's owners, weexpect our board to get to work reining in runaway executive pay at Chipotle," saidDieter Waizenegger, director of CtW Investment Group."Chipotle's unbalanced approach to human capital management poses unacceptablerisks to shareholders."Chipotle's compensation plan lifts chairman and co-chief executive Steve Ellis' totalcompensation from $19.7 million in 2012 to $25.1 million 2013, with most of thecompensation in stock awards and option awards, according to a securities filing.The plan is similar for co-chief executive Monty Moran, raising his pay from $19.1million in 2012 to $24.4 million in 2013.
The plan could lead to compensation close to $300 million in three years, accordingto CtW.Thursday's vote is non-binding, but a Chipotle spokesman said the company willreview the compensation program."We take this very seriously," said Chipotle spokesman Chris Arnold. "We thank ourinvestors for the feedback we have received on this issue, and will continue toengage with our investors as we review our compensation programs that build
value for all of our investors."Charles Elson, a corporate governance expert at the University of Delaware, saidresounding shareholder defeats of company-backed plans are unusual. Thursday'svote could set Chipotle's leadership up for more tussles with shareholders, headded."Anytime you get a 'no' vote on compensation, you are vulnerable," Elson said. "Yousuddenly appear on a lot of peoples' screens."The Chipotle shareholder vote came as fast-food workers in Miami, New York andother cities organized strikes to push for higher wages.Arnold said Chipotle has not taken a position on whether the US minimum wageshould be lifted and that the chain has not seen "any significant activity" at itsrestaurants surrounding the minimum wage campaign.