SHAKE SHACK INC. (NYSE:SHAK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SHAKE SHACK INC. (NYSE:SHAK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On November 22, 2017, the Board of Directors (the “Board”) of Shake Shack Inc. (the “Company”) increased the number of directors of the Company from 7 to 8 and elected Anna Fieler to serve as a director of the Company, effective December 8, 2017 (the “Effective Date”). Ms. Fieler also was appointed to serve on the Company’s Compensation Committee.

Ms. Fieler is currently the Chief Marketing Officer of POPSUGAR, Inc., a position she has held since June 2014 at the digital life>

As of the Effective Date, Ms. Fieler will participate in the Company’s standard compensation program for non-employee directors, to the Company’s Non-Employee Director Compensation Policy. Ms. Fieler’s service will commence midway through the annual director service term, which ends on the date of the Company’s Annual Meeting of Stockholders in June 2018. As such, she will receive one-half of the $75,000 annual non-employee director compensation in the form of fifty percent (50%) cash and fifty percent (50%) equity. 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 Ms. Fieler and any other persons or entities to which Ms. Fieler was elected as a director. Nor are there any related party transactions between the Company and Ms. Fieler that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the letter agreement between Ms. Fieler and the Company with respect to her service as director is filed as Exhibit 10.1 to this current report on Form 8-K. In addition, Ms. Fieler 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 U.S. Securities and Exchange Commission on January 20, 2015.

A copy of the press release containing the announcement of Ms. Fieler’s election 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.

Exhibit

Number

Exhibit Description

10.1

Letter Agreement, dated November 22, 2017, between Anna Fieler and Shake Shack Inc.

99.1

Press Release, dated November 29, 2017, announcing election of Anna Fieler to the Board of Directors of Shake Shack Inc.


Shake Shack Inc. Exhibit
EX-10.1 2 shak-20171129_exhibit101.htm EXHIBIT 10.1 SHAK-20171129_Exhibit 10.1 Exhibit 10.1November 22,…
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About SHAKE SHACK INC. (NYSE:SHAK)

Shake Shack Inc. operates roadside burger stands. The Company serves an American menu of burgers, hot dogs, crispy chicken, frozen custard, crinkle cut fries, shakes, beer and wine, among others. The Company has approximately 84 Shacks in over 10 countries and approximately 45 cities. The Company’s signature items are its all-natural, hormone and antibiotic-free burgers, hot dogs, crispy chicken, crinkle cut fries, shakes and frozen custard. Its menu focuses on food and beverages, crafted from a range of classic American foods. The Company’s domestic menu includes a range of signature items, such as the ShackBurger, SmokeShack, Shack-cago Dog, ‘Shroom Burger, seasonal frozen custard, hand-spun shakes, concretes, ShackMeister Ale, and Shack Red and Shack White wines. Its burgers are made with a whole-muscle blend of all-natural, hormone and antibiotic-free Angus beef, ground fresh daily, cooked to order and served on a non-genetically modified organism (GMO) potato bun.

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