UNITED STATES
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FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 12, 2024, the stockholders of Shake Shack Inc. (“Shake Shack” or the “Company”) voted at the Company’s 2024 annual meeting of stockholders (the “Annual Meeting”) to approve the amendment and restatement of the Company’s Incentive Award Plan (as amended and restated, the “2025 Plan”), as further described in Item 5.07 of this Current Report on Form 8-K below, which is an amendment and restatement of the Shake Shack Inc. 2015 Incentive Award Plan. The Company’s Board of Directors previously approved the 2025 Plan, subject to stockholder approval at the Annual Meeting. The amendment and restatement of the Plan (i) authorizes the issuance of up to 842,321 additional shares of the Company’s Class A Common Stock that may be issued under the Plan, (ii) imposes a minimum vesting requirement on awards of one year, subject to certain limited exceptions, (iii) extends the term of the Plan by 10 years from the date of stockholder approval, and (iv) provides other clarifying and ministerial changes, each as described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting under Proposal 5, as filed with the Securities and Exchange Commission on April 25, 2024, which is incorporated by reference herein.
The foregoing summary description of the 2025 Plan is qualified in its entirety by the full text of the 2025 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders were asked to vote on five proposals: (i) to elect three Class III directors; (ii) to ratify the appointment of Ernst & Young LLP as Shake Shack’s independent registered public accounting firm for the fiscal year ending December 25, 2024; (iii) to conduct an advisory vote on the compensation of named executive officers; (iv) to provide input on the frequency of the non-binding advisory vote approving the compensation of the Company’s named executive officers; and (v) to approve the amendment and restatement of the Company’s Incentive Award Plan. The results of the stockholder vote are set forth below.
Proposal 1 - Election of Directors
Shake Shack’s stockholders elected three nominees, Sumaiya Balbale, Charles Chapman III, and Jeffrey Lawrence, as Class III directors to hold office until the annual meeting of stockholders to be held during Shake Shack’s 2027 fiscal year and until their respective successor is duly elected and qualified. The results of the stockholder vote are set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Sumaiya Balbale | 25,622,784 | 7,042,600 | 4,939,430 | |||
| Charles Chapman III | 32,460,817 | 204,567 | 4,939,430 | |||
| Jeffrey Lawrence | 25,321,892 | 7,343,492 | 4,939,430 |
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 25, 2024
Shake Shack’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2024. The voting results are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 37,399,027 | 181,137 | 24,650 | 0 |
Proposal 3 - Advisory Vote on the Compensation of Named Executive Officers
Shake Shack’s stockholders approved the advisory resolution approving the compensation of Shake Shack’s Named Executive Officers. The voting results are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 29,558,537 | 3,080,699 | 26,148 | 4,939,430 |
Proposal 4 - Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of Shake Shack's Named Executive Officers
Shake Shack stockholders approved, on an advisory basis, a frequency of one year for the non-binding, advisory vote on the frequency of future advisory votes on the compensation of Shake Shack's named executive officers, as set forth below:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 31,708,434 | 29,915 | 886,913 | 40,122 | 4,939,430 |
Proposal 5 – Approve the Amendment and Restatement of Shake Shack’s Incentive Award Plan
Shake Shack’s stockholders approved the amendment and restatement of the Company’s Incentive Award Plan, as set forth above in Item 5.02 of this Current Report on Form 8-K. The voting results are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 31,953,510 | 692,723 | 19,151 | 4,939,430 |
(d) The Company’s Board of Directors, taking into consideration the final tabulation of votes for Proposal 3, as described above, and consistent with the Company’s Board of Directors’ recommendation, determined that the Company will hold non-binding, advisory votes to approve the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| 10.1* | Shake Shack Inc. Amended and Restated 2025 Incentive Award Plan |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Shake Shack Inc. | ||
| (Registrant) | ||
| By: | /s/ Ronald Palmese, Jr. | |
| Ronald Palmese, Jr. | ||
| Date: June 13, 2024 | Chief Legal Officer | |