Shake Shack Inc 8-K, filed Jun 12, 2026
Shake Shack Inc. (SHAK)
About this 8-K
Shake Shack Inc filed this 8-K on June 12, 2026, reporting on events of June 8, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors (the “Board”) of Shake Shack Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, approved an increase to the size of the Board of the Company from eight to nine members and appointed Christiane Pendarvis to fill the vacancy so created, effective as of July 2, 2026 (the “Effective Date”). Ms. Pendarvis will serve as a Class II director and will stand for election at the Company’s 2029 Annual Meeting of Stockholders. The Board has determined that Ms. Pendarvis is independent under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Ms. Pendarvis will serve on the Nominating & Corporate Governance Committee of the Board.
Ms. Pendarvis has since October 2023 served as Co-CEO of PATTERN Beauty By Tracee Ellis Ross, where she is responsible for all aspects of the business in partnership with the company’s founder, Ms. Ellis Ross. Ms. Pendarvis previously served as Co-President of Savage X Fenty from January 2020 to May 2023. Ms. Pendarvis has over 25 years of experience leading direct-to-consumer and omni-channel consumer businesses, having held executive positions with top retailers and Fortune 500 companies including Victoria’s Secret, Aerie, Old Navy, Minted and FullBeauty Brands.
Ms. Pendarvis currently serves on the board of directors of Hootsuite, and was previously on the boards of Hims & Hers and Savage X Fenty. Ms. Pendarvis also serves on the Southern California Public Radio Board of Trustees and the Women of Color Retail Alliance Board. Ms. Pendarvis was named one of Women’s Wear Daily’s Most Inspirational Women Leaders in 2023 and one of its 50 Women in Power in 2022.
Ms. Pendarvis received her BA in economics from Harvard University and her MBA from the Kenan-Flagler Business School at the University of North Carolina.
As of the Effective Date, Ms. Pendarvis is eligible to receive compensation for her service on the Board consistent with that provided to all non-employee directors, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission (“SEC”).
There is no arrangement or understanding between Ms. Pendarvis and any other persons or entities pursuant to which Ms. Pendarvis 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 Ms. Pendarvis, or any member of her immediate family, had, or will have, a direct or indirect material interest.
A copy of the letter agreement between Ms. Pendarvis and the Company with respect to her service as a director is filed as Exhibit 10.1 to this current report on Form 8-K. In addition, Ms. Pendarvis will execute the Company’s form of indemnification agreement, a copy of which has been filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 20, 2015.
A copy of the press release with the announcement of the appointment of Ms. Pendarvis 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 | |
| 10.1 | Letter Agreement, dated June 9, 2026, between Christiane Pendarvis and Shake Shack Inc. | |
| 99.1 | Press Release, dated June 12, 2026, announcing appointment of Christiane Pendarvis to the Board of Directors of Shake Shack Inc. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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 12, 2026 | Chief Legal Officer | |
Exhibit 10.1
June 8, 2026
Dear Christiane:
This Director Offer 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 “Committee”), effective as of July 2, 2026 (the “Effective Date”).
As a Director, you will be expected to attend at least four (4) Board and four (4) Committee meetings each service year1 and shall have such other duties and responsibilities as are customarily associated with this position. You will serve on the Board until such time that either you or the Company terminates your service or unless you are not re-elected to the Board at the Annual General Meeting of Stockholders in June 2029.
As consideration for your service on the Board and the Committee, you will be eligible to receive annual cash compensation in the amount of Eighty Thousand Dollars ($80,000) and an annual equity award valued at One Hundred Forty Thousand Dollars ($140,000) each service year, totaling Two Hundred Twenty Thousand Dollars ($220,000). You may elect (i) to receive additional equity in lieu of some or all of the cash portion of your compensation and/or (ii) to defer the vesting of the equity portion of your compensation.
Notwithstanding the above, for the current service year, your (i) cash compensation will be Sixty Thousand Dollars ($60,000) and (ii) equity award value will be One Hundred and Twenty-Eight Thousand and Three Hundred and Thirty-Three Dollars and Thirty-Three Cents ($128,333.33), which reflects eleven-twelfths of the annual director equity award that is otherwise awarded in June.
You will also be entitled to coverage under the Company’s directors and officers liability insurance policy.
During your tenure as a Director, you will at all times and for all purposes be acting as an independent contractor and not as an employee of the Company. Accordingly, you will not be eligible to participate in employee benefit plans provided by the Company to its employees and the Company will 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.
Following your receipt of this Director Offer Letter, you will receive from Ron Palmese, Chief Legal Officer, a number of documents to review and/or complete, which are set forth in Schedule 1 hereto. You will also receive onboarding materials, which will include among other things, key dates and board and management profiles. Mr. Palmese will be your primary contact in the weeks ahead; if you have any questions once you receive them, please do not hesitate to reach out to him.
Please confirm that the foregoing reflects your understanding by signing and returning this letter to me, with a copy to Mr. Palmese. 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 Meyer | ||
| Daniel H. Meyer, Chairman |
| Accepted & Agreed: | |
| /s/Christiane Pendarivs | |
| Christiane Pendarvis | |
| Date: June 9, 2026 |
1 Each service year runs from the start of Q2 in a given year through the end of Q1 in the following year.
Schedule 1
New Director Documents
| Documentation | Action Requested |
| Director Offer Letter | Review and complete by June 10, 2026 |
| NDA | Review and complete by June 10, 2026 |
| Director Questionnaire | Review and complete by June 10, 2026 |
| Investments and Directorships Questionnaire | Review and complete by June 10, 2026 |
| E&Y Questionnaire | Review and complete by June 10, 2026 |
| Section 16 Filer POA | Review and complete by June 24, 2026 |
| Provide EDGAR Filing Codes | Provide by June 24, 2026 |
| Compensation Election Cover Letter | Review by July 2, 2026 |
| Compensation Election Form | Review and complete by July 2, 2026 |
| RSU Settlement Deferral Cover Letter | Review by July 2, 2026 |
| RSU Settlement Deferral Election Form | Review and complete by July 2, 2026 |
| Indemnification Agreement | Review and complete by July 2, 2026 |
| Headshot | Provide by July 2, 2026 |
| W-9 | Complete by July 2, 2026 |
Exhibit 99.1
Shake Shack Appoints Christiane Pendarvis to Board of Directors
Growth-oriented retail leader brings more than 25 years of experience at consumer brands
NEW YORK, JUNE 12, 2026 -- Shake Shack Inc. ("Shake Shack" or the "Company") (NYSE: SHAK) today announced the election of retail industry veteran Christiane Pendarvis to its Board of Directors, effective July 2.
Ms. Pendarvis is a seasoned executive with more than 25 years of experience driving growth across direct-to-consumer and omnichannel businesses. She has held leadership roles at both high-growth retail brands and Fortune 500 concepts with a focus on general management and retail merchandising. Ms. Pendarvis has extensive experience with strategic planning, development, digital commerce and retail operations, as well as large-scale technology infrastructure projects.
“We are pleased to welcome Christiane to the Board,” said Founder and Chairman Danny Meyer. “Beyond having a clear alignment with our values and strategic vision, her proven track record of driving profitable growth and building iconic consumer brands - combined with her deep expertise in retail and digital commerce - will be invaluable as we continue to expand Shake Shack and deepen our connection with guests across all channels. I’m confident that Christiane will be an excellent addition to our team.”
Ms. Pendarvis currently serves as Co-CEO of PATTERN Beauty by Tracee Ellis Ross, where she is responsible for all aspects of the business in partnership with the Company’s founder and namesake, actor Tracee Ellis Ross. She previously served as Co-President of Savage X Fenty, where she grew the company significantly, including expanding the brand into new product categories and adding a physical retail channel. Ms. Pendarvis has also served in executive roles with top-tier retail and DTC companies, such as Victoria’s Secret, Aerie, Old Navy, Minted, and FullBeauty Brands.
“Shake Shack is at a significant point in its growth journey, and Christiane’s experience and perspective will be a strong asset to our Board,” said Rob Lynch, CEO of Shake Shack. “She understands how to build brands, connect with consumers and scale with intention, all of which align with our long-term growth plans.”
Ms. Pendarvis currently serves as a Board member for Hootsuite and previously was on the Boards of Hims & Hers and Savage X Fenty. She also serves on the Southern California Public Radio Board of Trustees and the Women of Color Retail Alliance Board. A recognized industry leader, she received Harlem’s Fashion Row’s Corporate Impact Award and the NRF Foundation’s People Shaping Retail’s Future Award in 2025. She was named one of WWD’s Most Inspirational Women Leaders in 2023 and one of its 50 Women in Power in 2022.
“I’m honored to join Shake Shack’s Board of Directors at such an exciting time for the company,” said Ms. Pendarvis. “Shake Shack has earned a unique place in culture by pairing exceptional experiences with a relentless focus on quality, community and hospitality. I’m excited to work alongside the Board and leadership team as they continue to grow the brand, strengthen guest connections, and create long-term value for all stakeholders.”
Ms. Pendarvis earned a bachelor’s degree in economics from Harvard University and an MBA from the Kenan-Flagler Business School at the University of North Carolina.
Cautionary Note on Forward-Looking Statements
This press release may contain forward-looking statements, including statements regarding the Company's Board of Directors and future growth and strategic initiatives, and other statements that are not statements of historical facts. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. You should evaluate any forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s subsequent Quarterly Reports on Form 10-Q, and the Company's other SEC filings. All of the Company's SEC filings are available online at www.sec.gov, investor.shakeshack.com or upon request from Shake Shack Inc. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
About Shake Shack
Shake Shack serves elevated versions of American classics using only the best ingredients. It’s known for its delicious made-to-order Angus beef burgers, crispy chicken, hand-spun milkshakes, house-made lemonades, beer, wine, and more. With its high-quality food at a great value, warm hospitality, and a commitment to crafting uplifting experiences, Shake Shack quickly became a cult-brand with widespread appeal. Shake Shack’s purpose is to Stand For Something Good®, from its premium ingredients and employee development 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 over 695 locations system-wide, including over 450 in 35 U.S. States and the District of Columbia, and over 245 international locations across London, Hong Kong, Shanghai, Singapore, Mexico City, 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 | IG: @shakeshack | X: @shakeshack | facebook.com/shakeshack
Media:
Meg Davis, Shake Shack
mcastranova@shakeshack.com
Investor Relations:
Alison Sternberg, Shake Shack
Head of Investor Relations
(844) SHACK-04 (844-742-2504)
investor@shakeshack.com