Three large pension funds have lined up to vote against Chipotle Mexican Grill Inc.'s pay packages for its co-CEOs and other top executives, while another plans to vote in favor.
The C$282.6 billion ($225 billion) Canada Pension Plan Investment Board, Toronto; the $186.8 billion California State Teachers' Retirement System, West Sacramento; and C$171.4 billion Ontario Teachers' Pension Plan, Toronto, all plan to vote their shares against the executive compensation, according to their proxy-voting disclosures.
The $127 billion Texas Teacher Retirement System, Austin, plans to vote in favor of the compensation, according to its proxy-voting disclosure.
Glass Lewis & Co. recommends its institutional investor clients vote against the executive compensation.
OTPP said in a statement, “We are concerned that the compensation plan this year does not provide an appropriate link between pay and performance, and therefore we will vote against this proposal.”
Steve Ells, chairman and co-CEO, received total compensation of $13.8 million last year, down 52.1% from 2013. For the same periods, Montgomery F. “Monty” Moran, co-CEO, received $13.5 million, down 51.8%. Pay for the other two top executives ranged from $4.2 million to $6 million in 2014.
All four pension funds and Glass Lewis oppose a company proposal calling for proxy access, while they all support a shareholder proxy on access. The company proposal would allow a shareholder or group of up to 20 shareholders that hold a combined 5% of the stock continuously for three years to nominate up to 20% of the board. The shareholder proposal would allow a shareholder or an unlimited group of shareholders who hold a combined 3% of the shares for three years to nominate up to 25% of the board.
Chipotle's annual meeting is May 11.
