FORM 8-K. SHAKE SHACK INC. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 18, 2020 Date of Report (Date of earliest event reported) SHAKE SHACK INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 225 Varick Street, Suite 301 New York, New York (Address of principal executive offices) (Zip Code) (646) (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Securities registered pursuant to Section 12(b) of the Act Trading Name of Exchange on Title of Each class symbol(s) which registered Class A Common Stock, par value $0.001 SHAK New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR ) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR b-2). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 18, 2020, the Board of Directors (the Board ) of Shake Shack Inc. (the Company ), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board of the Company from nine to ten members and appointed Tristan Walker to fill the vacancy so created, both effective June 18, 2020 (the Effective Date ). Mr. Walker was appointed to serve as a Class II director who will stand for election at the 2023 Annual Meeting of Stockholders. The Board has determined that Mr. Walker is independent under the listing standards of the New York Stock Exchange and the Company s corporate governance guidelines. Mr. Walker also will serve on the Nominating and Corporate Governance Committee of the Board. Mr. Walker is the Founder and Chief Executive Officer of Walker & Company Brands, which Mr. Walker founded in 2013 and which merged with Procter & Gamble in December Prior to founding Walker & Company Brands, Mr. Walker was an Entrepreneur-in-Residence at Andreessen Horowitz from 2012 to From 2009 to 2012, Mr. Walker served as the Director of Business Development for foursquare, where he oversaw strategic partnerships and monetization. In this role, Mr. Walker managed integrations with large brands and media companies including American Express, The New York Times, CNN, MTV, Starwood Hotels & Resorts, and Starbucks. In 2019, Mr. Walker was named one of Fortune Magazine s 50 World s Greatest Leaders. Mr. Walker has also been named a USA Today Person of the Year, TIME 100 Next, Ebony Magazine's 100 Most Powerful People, Vanity Fair's "Next Establishment," Fortune Magazine's 40 Under 40, AdAge Creative 50, and Black Enterprise's 40 Next. Mr. Walker is a member of the board of directors of Footlocker, Inc. and the Founder of CODE2040, a program that matches high performing Black and Latinx undergraduate and graduate coders and software engineering students with Silicon Valley start-ups for summer internships. Mr. Walker holds a bachelor's degree in economics from Stony Brook University, where he graduated as valedictorian, and a MBA from the Stanford University Graduate School of Business. As of the Effective Date, Mr. Walker is eligible to receive compensation for his service on the Board consistent with that provided to all nonemployee directors, pursuant to the Company s Non-Employee Director Compensation Policy. A copy of the Company s Non-Employee Director Compensation Policy is available on the Company s website at investor.shakeshack.com/investors-overview/governance. The contents of the Company s website are not incorporated by reference into this current report on Form 8-K. There is no arrangement or understanding between Mr. Walker and any other persons or entities pursuant to which Mr. Walker was appointed as a director. There have been no transactions, nor are there any currently proposed transactions, in which the Company was or is to be a participant and which Mr. Walker, or any member of his immediate family, had, or will have, a direct or indirect material interest. A copy of the letter agreement between Mr. Walker and the Company with respect to his service as director is filed as Exhibit 10.1 to this current report on Form 8-K. In addition, Mr. Walker has executed the Company s form of indemnification agreement, a copy of which has been filed as Exhibit to the Company s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 20, A copy of the press release containing the announcement of Mr. Walker s appointment to the Board is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 1.1 Letter Agreement dated June 18, 2020 between Tristan Walker and Shake Shack Inc Press Release, dated June 18, 2020, announcing appointment of Tristan Walker to the Board of Directors of Shake Shack Inc.

3 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 18, 2020 SVP and General Counsel

4 Exhibit 1.1 June 18, 2020 Mr. Tristan Walker Dear Tristan: This letter sets forth the terms and conditions of your appointment to serve as a director ( Director ) on the board of directors (the Board ) of Shake Shack Inc. (the Company ) and to serve as a member of the Nominating & Corporate Governance Committee of the Board (the NCG Committee ), effective as of June 18, 2020 (the Effective Date ). As a Director, you will be expected to attend at least four (4) Board meetings and applicable Committee meetings annually and shall have such other duties and responsibilities as are customarily associated with this position. You shall continue to serve on the Board until such time as either you or the Company (or its successor) terminates your service or you are not re-elected to the Board. As consideration for your anticipated service on the Board and the Committee, you will be entitled to receive compensation consistent with the Company s Non-Employee Director Compensation Policy (the Compensation Policy ), a copy of which has been provided to you. You agree that you shall comply with the Compensation Policy. Notwithstanding the terms of the Compensation Policy, for the Board service period Q through Q1 2021, all Board members will receive 100% of their compensation in equity. You will also be entitled to coverage under a directors and officers liability insurance policy maintained by the Company. During your tenure as a Director, you shall at all times and for all purposes be acting as an independent contractor and not as an employee of the Company. Accordingly, you shall not be eligible to participate in employee benefit plans provided by the Company to its employees and the Company shall not, on your account, (i) pay any unemployment tax or other taxes required under the law to be paid with respect to employees or (ii) withhold any monies from any compensation paid to you for income or employment tax purposes. Director compensation is established by the Board and so, notwithstanding this letter, it may be revised at any time and from time to time. Please confirm that the foregoing reflects your understanding by signing and returning to us the enclosed duplicate of this letter at your earliest convenience. We are glad to have you aboard and look forward to working together. Please feel free to contact me should you wish to discuss any aspect of your service on the Company s Board. Sincerely, /s/ Daniel H. Meyer Daniel H. Meyer, Chairman Accepted & Agreed: /s/ Tristan Walker Tristan Walker Date: June 18, 2020

5 Exhibit 99.1 Shake Shack Elects Tristan Walker to its Board of Directors NEW YORK June 18, 2020 (BUSINESS WIRE)--Shake Shack Inc. ( Shake Shack or the Company ) (NYSE:SHAK) today announced the appointment of Tristan Walker to its Board of Directors, effective June 18, Walker has been named to the Nominating & Corporate Governance Committee of the Board and will work closely with management on Shake Shack s environmental, social and corporate governance. A skilled executive with a wealth of experience in leading companies and building brands with an eye toward authenticity and inclusivity, Walker will become the tenth member of Shake Shack's Board of Directors. After many months of conversation, I m thrilled to name Tristan to Shake Shack s Board of Directors, said Randy Garutti, Shake Shack CEO. With sizeable growth ahead and a relentless focus on excellence, guest experience and hospitality, Tristan s knowledge and fresh perspective will be instrumental in Shake Shack s continued success. He brings with him a proven ability to lead, execute and inspire and his unique point of view will be invaluable for our company. We re humbled to welcome him to our Board. I ve long admired Shake Shack for their commitment to taking care of their guests, their teams and using their business to create good in the world, said Walker. As someone who is passionate about building authentic, inclusive brands, I m excited to leverage my experience to help guide their growth and further strengthen their consumer and community connections. Walker is the Founder & CEO of Walker & Company, a maker of health and beauty products for people of color. Prior to his founding Walker & Company, which merged with Procter & Gamble in December 2018, he was an Entrepreneur-in-Residence at Andreessen Horowitz. Before that, he was the Director of Business Development for Foursquare where he oversaw strategic partnerships and monetization. In this role, Walker managed integrations with large brands and media entities including American Express, The New York Times, CNN, MTV, Starwood Hotels & Resorts and Starbucks. In 2019, he was named one of Fortune Magazine s 50 World s Greatest Leaders. He has also been named a USA Today Person of the Year, TIME 100 Next, Ebony Magazine's 100 Most Powerful People, Vanity Fair's "Next Establishment," Fortune Magazine's 40 Under 40 and AdAge Creative 50." He is a member of the Board of Directors of Footlocker, Inc. and the Founder of CODE2040, a not-for-profit that is activating, connecting, and mobilizing the largest racial equity community in tech to dismantle the structural barriers that prevent the full participation and leadership of Black and Latinx technologists in the innovation economy. Walker holds a bachelor's degree in economics from Stony Brook University, where he graduated as valedictorian, and an MBA from the Stanford University Graduate School of Business. He currently lives with his wife, Amoy, and two sons, Avery and August, in Atlanta, Georgia. Photos available here.

6 About Shake Shack Shake Shack is a modern day roadside burger stand known for its 100% all-natural Angus beef burgers, chicken sandwiches and flat-top Vienna beef dogs (no hormones or antibiotics - ever), spun-fresh frozen custard, crinkle cut fries, craft beer and wine and more. With its fresh, simple, high-quality food at a great value, Shake Shack is a fun and lively community gathering place with widespread appeal. Shake Shack s mission is to Stand for Something Good, from its premium ingredients and caring hiring practices to its inspiring designs and deep community investment. Since the original Shack opened in 2004 in NYC s Madison Square Park, the company has expanded to more than 280 locations in 30 U.S. States and the District of Columbia, including more than 95 international locations across London, Hong Kong, Shanghai, Singapore, Philippines, Mexico, Istanbul, Dubai, Tokyo, Seoul and more. Skip the line with the Shack App, a mobile ordering app that lets you save time by ordering ahead! Guests can select their location, pick their food, choose a pickup time and their meal will be cooked-to-order and timed to arrival. Available on ios and Android. Learn more: shakeshack.com facebook.com/shakeshack Contacts Media: Shake Shack Kristyn Clark kclark@shakeshack.com or Investors: ICR Melissa Calandruccio CFA Michelle Michalski (844) SHACK04 ( ) investor@shakeshack.com Source: Shake Shack