8-K

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

June11, 2021 (June 9, 2021)

Date

of Report (Date of earliest event reported)

SHAKE

SHACK INC.

(Exact name of registrant as specified in its charter)

(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:

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

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. ¨

Shake Shack Inc. (“ShakeShack”) held its annual meeting of stockholders (the “Annual Meeting”) on June 9, 2021. At the Annual Meeting, Shake Shack’s stockholders were asked to vote on three 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 29, 2021; and (iii) to conduct an advisory vote on the compensation of named executive officers. The results of the stockholder vote are set forth below.

Item 1 – Election of Directors

Shake Shack’s stockholders elected three nominees, Sumaiya Balbale, Jenna Lyons and Robert Vivian, as Class III directors to hold office until the annual meeting of stockholders to be held following Shake Shack’s 2024 fiscal year and until their respective successor is duly elected and qualified. The results of the stockholder vote are set forth below:

Item 2 – Ratification of the Appointmentof Independent Registered Public Accounting Firm for the Fiscal Year Ending December 29, 2021

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 29, 2021. The voting results are set forth below:

Item 3 – Advisory Vote on the Compensationof 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:

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.