Shake Shack Files 8-K: Board Changes & Compensation Updates
Ticker: SHAK · Form: 8-K · Filed: Jun 13, 2024 · CIK: 1620533
| Field | Detail |
|---|---|
| Company | Shake Shack Inc. (SHAK) |
| Form Type | 8-K |
| Filed Date | Jun 13, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, executive-compensation, board-of-directors
TL;DR
Shake Shack's 8-K shows board shake-ups and comp plan changes. Keep an eye on strategy shifts.
AI Summary
Shake Shack Inc. announced on June 12, 2024, changes in its board of directors and executive compensation. The company filed an 8-K report detailing the departure of certain officers, the election of new directors, and updates to compensatory arrangements. The filing also includes information on matters submitted to a vote of security holders and financial statements.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in leadership and compensation structures can introduce uncertainty and signal underlying business challenges or strategic realignments.
Key Players & Entities
- Shake Shack Inc. (company) — Registrant
- June 12, 2024 (date) — Date of earliest event reported
- 225 Varick Street, Suite 301 (address) — Principal executive offices
- New York, New York 10014 (address) — Principal executive offices
- (646) 747-7200 (phone_number) — Registrant's telephone number
FAQ
What specific items were discussed regarding compensatory arrangements?
The filing indicates updates to compensatory arrangements of certain officers, but the specific details of these arrangements are not provided in the summary information.
Who are the departing directors or officers?
The filing mentions the departure of certain officers but does not name them in the provided text.
Who are the newly elected directors?
The filing states that directors were elected, but their names are not specified in the provided text.
What matters were submitted to a vote of security holders?
The filing indicates that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.
When was the report filed?
The report was filed on June 13, 2024.
Filing Stats: 1,178 words · 5 min read · ~4 pages · Grade level 15 · Accepted 2024-06-13 16:11:00
Key Financial Figures
- $0.001 — tered Class A Common Stock, par value $0.001 SHAK New York Stock Exchange Indica
Filing Documents
- tm2417154d1_8k.htm (8-K) — 54KB
- tm2417154d1_ex10-1.htm (EX-10.1) — 179KB
- tm2417154d1_8kimg001.jpg (GRAPHIC) — 17KB
- 0001104659-24-071266.txt ( ) — 496KB
- shak-20240612.xsd (EX-101.SCH) — 3KB
- shak-20240612_lab.xml (EX-101.LAB) — 33KB
- shak-20240612_pre.xml (EX-101.PRE) — 22KB
- tm2417154d1_8k_htm.xml (XML) — 4KB
07
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 Office
02 of this Current Report on Form 8-K. The voting results are set forth below
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.
Financial Statements and Exhibits
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
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