Shake Shack Inc.

8-K · tm2617505d1_8k.htm iXBRL

0001620533

 2026-06-10
 2026-06-10

 iso4217:USD

 xbrli:shares

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 xbrli:shares

  

  

 UNITED
 STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

 June 10, 2026

 Date
of Report (Date of earliest event reported)

  

  

  

  

 SHAKE
SHACK INC.

 (Exact
name of registrant as specified in its charter)

  

  

 Delaware
 001-36823
 47-1941186

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (Commission

 File
 Number)

 (IRS
 Employer

 Identification
 No.) 

  

  
 225
 Varick Street , Suite 301

 New
York , New York

 10014

  
 (Address
 of principal executive offices)
 (Zip
 Code)

  

 ( 646 )
 747-7200

 (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 230.425)

 ¨
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ¨
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ¨
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title of each class

 Trading symbol(s)

 Name of each exchange on 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
 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-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. ¨

  

  

  

  

  

 Item 5.07
 Submission of Matters to a Vote of Security Holders.

  

 Shake Shack Inc. (“ Shake
Shack ”) held its annual meeting of stockholders (the “ Annual Meeting ”) on June 10, 2026. At the Annual Meeting,
the Company’s stockholders were asked to vote on three proposals: (i) to elect two Class II 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 30,
2026; and (iii) to conduct an advisory vote on the compensation of named executive officers. The results of the stockholder vote are set
forth below.

  

 Proposal 1 - Election of Directors

  

 Shake Shack’s stockholders
elected two nominees, Robert Lynch and Tristan Walker, as Class II directors to hold office until the annual meeting of stockholders to
be held during Shake Shack’s 2029 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

 Robert Lynch
  
 31,331,880
  
 751,209
  
 4,705,779

 Tristan Walker
  
 24,033,118
  
 8,049,971
  
 4,705,779

  

 Proposal 2 - Ratification of the Appointment
of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 30, 2026

  

 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 30, 2026. The voting results are set forth below:

  

 Votes For
  
 Votes Against
  
 Abstentions
  
 Broker Non-Votes

 36,631,331
  
 120,336
  
 37,201
  
 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

 30,006,376
  
 2,026,149
  
 50,564
  
 4,705,779

  

  

  

  

 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 11, 2026
  
 Chief Legal Officer