As we have seen for months, Chipotle’s closed off and limited governance structure is unsustainable and counterproductive, posing a direct risk to shareholders and the public at large...
NEW YORK – Following a food safety crisis and managerial missteps, the nation’s leading progressive bank and Chipotle Mexican Grill (NYSE: CMG) shareholder, Amalgamated Bank, today filed a proposal calling for Chipotle to install a new independent Chair to the Board of Directors to enhance corporate governance and public transparency. The proposal was co-filed with Change to Win Investment Group (CtWIG).
“As we have seen for months, Chipotle’s closed off and limited governance structure is unsustainable and counterproductive, posing a direct risk to shareholders and the public at large,” said Keith Mestrich, President and CEO of Amalgamated Bank. “It’s clear to everyone that management must improve to address the public and investors’ growing crisis of confidence. We feel strongly that by appointing an independent, outside Chair to oversee company management, Chipotle will be better positioned to provide a more publicly transparent and responsive approach moving forward.”
“The company’s recent earnings confirm that Chipotle is missing key ingredients for a successful turnaround. An independent board chair is an essential part of curing the company’s governance and strategic failures that have become more apparent since last year’s foodborne illness crisis,” said Derrick Wortes, Lead Analyst at CtW Investment Group.
According to New York City Comptroller Scott M. Stringer, “Chipotle’s excessive CEO pay was the ‘canary in the coal mine’ for shareowners, signaling that the board was entrenched. Now, weak board oversight has severely damaged the company’s reputation and erased billions of dollars of shareowners value. The onus is on Chipotle’s Board of Directors to move swiftly to regain public trust, restore investor confidence, and create sustainable value for shareowners. Naming new directors and an independent chair are urgently needed steps in the right direction.”
Currently, Chipotle has two Chief Executive Officers with Steve Ells serving as both Co-Chief Executive Officer and Chairman of the Board. This highly limited corporate management structure has prevented the necessary accountability to adequately address the recent food contamination. Amalgamated’s decision to file the proposal follows the months long food-safety crisis Chipotle has suffered, which sickened hundreds of people and weakened confidence among investors and the general public.
Amalgamated Bank has a long, successful 20-year history of filing proposals and lawsuits seeking to influence and improve companies’ governance and corporate practices. Recent actions have involved companies including Lumber Liquidators (NYSE: LL), Yahoo! (NASDAQ: YHOO), Facebook (NASDAQ: FB), NewsCorp (NASDAQ: NWSA) and Duke Energy Corp. (NYSE: DUK), to name a few. The Bank, through its LongView Fund, is an investor in Chipotle.
Amalgamated Bank currently holds 5,457 shares of Chipotle stock spread out among four different funds. The proposal is expected to be brought to proxy vote at Chipotle’s 2017 annual shareholder meeting.
About Amalgamated Bank
For nearly a century, Amalgamated Bank has been the most trusted financial institution for progressive people and organizations. By helping those who do good do better, we work to help make the world more just, compassionate and sustainable. Our extensive experience, financial resources and community of like-minded customers offers labor unions, philanthropies, political campaigns, socially and environmentally responsible corporations, as well as individuals, a unique set of financial services enabling them to lead the charge to improve our communities and our country.