Shake Shack Inc 8-K, filed Jun 29, 2023
Shake Shack Inc. (SHAK)
About this 8-K
Shake Shack Inc filed this 8-K on June 29, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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 |
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 29, 2023. At the Annual Meeting, Shake Shack’s stockholders were asked to vote on three proposals: (i) to elect four 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 27, 2023; 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 four nominees, Randy Garutti, Joshua Silverman, Jonathan D. Sokoloff, and Tristan Walker, as Class II directors to hold office until the annual meeting of stockholders to be held during Shake Shack’s 2026 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 | |||
| Randy Garutti | 30,440,024 | 793,087 | 4,818,566 | |||
| Joshua Silverman | 24,236,426 | 6,996,685 | 4,818,566 | |||
| Jonathan D. Sokoloff | 30,398,993 | 834,118 | 4,818,566 | |||
| Tristan Walker | 25,366,486 | 5,866,625 | 4,818,566 |
Item 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 27, 2023
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 27, 2023. The voting results are set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 35,940,350 | 80,750 | 30,577 | 0 |
Item 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 | |||
| 28,124,043 | 3,058,757 | 50,311 | 4,818,566 |
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 29, 2023 | Chief Legal Officer | |