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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On January 5, 2017 (the Effective Date), the Board of Directors
(the Board) of Shake Shack Inc. (Shake Shack) appointed Zach Koff
to serve as its first Chief Operating Officer.
(the Board) of Shake Shack Inc. (Shake Shack) appointed Zach Koff
to serve as its first Chief Operating Officer.
Mr. Koff, 37, served as the Sr. Vice President of Operations of
SSE Holdings, LLC (the SSE Holdings) since March 2015. Prior to
that, Mr. Koff served as its Vice President of Operations since
April 2012, and as its Director of Operations since February
2010. Prior to joining Shake Shack, Mr. Koff spent 8 years
working in operations for Bravo Brio Restaurant Group. Mr. Koff
graduated from Cornell Universitys School of Hotel Administration
in 2002 with a Bachelors Degree in Hospitality Administration.
SSE Holdings, LLC (the SSE Holdings) since March 2015. Prior to
that, Mr. Koff served as its Vice President of Operations since
April 2012, and as its Director of Operations since February
2010. Prior to joining Shake Shack, Mr. Koff spent 8 years
working in operations for Bravo Brio Restaurant Group. Mr. Koff
graduated from Cornell Universitys School of Hotel Administration
in 2002 with a Bachelors Degree in Hospitality Administration.
In connection with his appointment, Mr. Koff entered into an
Amended and Restated Employment Agreement (the Employment
Agreement) with Shake Shack and SSE Holdings (collectively, the
Company). The term of Mr. Koffs employment will be three years
from the Effective Date, subject to automatic one-year
extensions; provided, that neither party provides written notice
of non-extension within 90 days of the expiration of the
then-current term. Mr. Koff will receive an annual base salary of
$250,000 and will be eligible to receive an annual
performance-based cash bonus upon the attainment of individual
and Company performance goals established by the Board or the
compensation committee. Mr. Koff will receive an annual
performance-based cash bonus equal to 35% of base salary upon
attainment of target performance, with the opportunity to receive
a cash bonus up 58.45% of base salary upon exceeding performance
goals. Under the Employment Agreement, Mr. Koff also will be
eligible for annual equity awards, the form and terms of which
will be determined by the Board or the compensation committee in
its discretion.
Amended and Restated Employment Agreement (the Employment
Agreement) with Shake Shack and SSE Holdings (collectively, the
Company). The term of Mr. Koffs employment will be three years
from the Effective Date, subject to automatic one-year
extensions; provided, that neither party provides written notice
of non-extension within 90 days of the expiration of the
then-current term. Mr. Koff will receive an annual base salary of
$250,000 and will be eligible to receive an annual
performance-based cash bonus upon the attainment of individual
and Company performance goals established by the Board or the
compensation committee. Mr. Koff will receive an annual
performance-based cash bonus equal to 35% of base salary upon
attainment of target performance, with the opportunity to receive
a cash bonus up 58.45% of base salary upon exceeding performance
goals. Under the Employment Agreement, Mr. Koff also will be
eligible for annual equity awards, the form and terms of which
will be determined by the Board or the compensation committee in
its discretion.
The Employment Agreement provides for severance upon a
termination by the Company without cause or by Mr. Koff for good
reason, in each case, subject to his execution and non-revocation
of a waiver and release of claims. In either such event, Mr. Koff
will be entitled to severance consisting of (a) continued base
salary through the first anniversary of the termination of his
employment, (b) a prorated annual performance-based cash bonus
for the year of termination based on actual individual and
Company performance, (c) accelerated vesting of a prorated
portion of the annual equity awards that, absent such
termination, would have next vested following the date of
termination, such amount to be based on the number of full (not
partial) fiscal months elapsed during the 12-month period between
the previous vesting date or, if none, the award date, and the
date of termination, and (d) reimbursement of a portion of any
COBRA premiums for a period of up to 12 months equal to the
amount the Company pay for the health insurance premiums of
then-current executive level employees.
termination by the Company without cause or by Mr. Koff for good
reason, in each case, subject to his execution and non-revocation
of a waiver and release of claims. In either such event, Mr. Koff
will be entitled to severance consisting of (a) continued base
salary through the first anniversary of the termination of his
employment, (b) a prorated annual performance-based cash bonus
for the year of termination based on actual individual and
Company performance, (c) accelerated vesting of a prorated
portion of the annual equity awards that, absent such
termination, would have next vested following the date of
termination, such amount to be based on the number of full (not
partial) fiscal months elapsed during the 12-month period between
the previous vesting date or, if none, the award date, and the
date of termination, and (d) reimbursement of a portion of any
COBRA premiums for a period of up to 12 months equal to the
amount the Company pay for the health insurance premiums of
then-current executive level employees.
Mr. Koff will be subject to certain non-competition and
non-solicitation restrictions for a 12-month period after
termination of employment, during which time he may not compete,
directly or indirectly, with the Company in the business of
developing, managing, and/or operating of (a) “better burger”
restaurants, (b) “quick service” or “fast food” restaurants with
an emphasis on hamburgers, or (c) “fast casual” restaurants
(collectively, the Business). No severance payments or benefits
described above shall be paid following the first date that Mr.
Koff violates his restrictive covenants; provided that, if
employment is terminated by the Company without cause or by Mr.
Koff for good reason, Mr. Koff may compete in the “fast casual”
restaurant business only during the restricted period without
violating the Employment Agreement, but he will not receive any
severance after the date that he began to compete in the “fast
casual” restaurant business.
non-solicitation restrictions for a 12-month period after
termination of employment, during which time he may not compete,
directly or indirectly, with the Company in the business of
developing, managing, and/or operating of (a) “better burger”
restaurants, (b) “quick service” or “fast food” restaurants with
an emphasis on hamburgers, or (c) “fast casual” restaurants
(collectively, the Business). No severance payments or benefits
described above shall be paid following the first date that Mr.
Koff violates his restrictive covenants; provided that, if
employment is terminated by the Company without cause or by Mr.
Koff for good reason, Mr. Koff may compete in the “fast casual”
restaurant business only during the restricted period without
violating the Employment Agreement, but he will not receive any
severance after the date that he began to compete in the “fast
casual” restaurant business.
There is no arrangement or understanding between Mr. Koff and any
other persons or entities to which Mr. Koff was appointed to
serve as Chief Operating Officer. Nor are there any related party
transactions between the Company and Mr. Koff that would require
disclosure under Item 404(a) of Regulation S-K.
other persons or entities to which Mr. Koff was appointed to
serve as Chief Operating Officer. Nor are there any related party
transactions between the Company and Mr. Koff that would require
disclosure under Item 404(a) of Regulation S-K.
A copy of the employment agreement with Mr. Koff is filed as
Exhibit 10.1 to this current report on Form 8-K. The above
summary of the Employment Agreement is qualified in its entirety
by reference to the Employment Agreement. In addition, Mr. Koff
will execute the Companys form of indemnification agreement, a
copy of which has been filed as Exhibit 10.21 to the Companys
Registration Statement on Form S-1 filed with the U.S. Securities
and Exchange Commission on January 20, 2015.
Exhibit 10.1 to this current report on Form 8-K. The above
summary of the Employment Agreement is qualified in its entirety
by reference to the Employment Agreement. In addition, Mr. Koff
will execute the Companys form of indemnification agreement, a
copy of which has been filed as Exhibit 10.21 to the Companys
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 Mr.
Koffs appointment is attached hereto as Exhibit 99.1 to this
current report on Form 8-K.
Koffs appointment is attached hereto as Exhibit 99.1 to this
current report on Form 8-K.
Departure of Chief Financial Officer
Also on the Effective Date, Jeff Uttz, delivered notice of his
resignation as Chief Financial Officer of the Company, effective
upon the filing with the Securities and Exchange Commission of
the Companys annual report on Form 10-K for the fiscal year ended
December 28, 2016, anticipated to be mid-March 2017 (the
Resignation Date). The Company has initiated an immediate search
for a new Chief Financial Officer.
resignation as Chief Financial Officer of the Company, effective
upon the filing with the Securities and Exchange Commission of
the Companys annual report on Form 10-K for the fiscal year ended
December 28, 2016, anticipated to be mid-March 2017 (the
Resignation Date). The Company has initiated an immediate search
for a new Chief Financial Officer.
In connection with Mr. Uttzs resignation, the Company entered
into a Transition Services Agreement (the Transition Services
Agreement) with Mr. Uttz. As compensation for Mr. Uttzs
continuing employment and services through the Resignation Date,
in recognition of his contributions to the Company and as
consideration for his signing the Transition
Services>Agreement and agreeing to be bound by the promises
and covenants set forth therein, Mr. Uttz will be entitled to (i)
all accrued, but unused vacation pay, (ii) 50% of his annual
performance-based cash bonus for fiscal 2016, (iii) accelerated
vesting of one-third of the equity awards granted on April 26,
2016, (iv) reimbursement by the Company through June 30, 2017 of
a portion of any COBRA premiums equal to the amount the Company
pays for the premiums of other executive level employees, and (v)
transition services payments equal to Mr. Uttz weekly rate of pay
of $7,067.31 for each week (whether full or prorated) following
the Resignation Date through June 30, 2017.
into a Transition Services Agreement (the Transition Services
Agreement) with Mr. Uttz. As compensation for Mr. Uttzs
continuing employment and services through the Resignation Date,
in recognition of his contributions to the Company and as
consideration for his signing the Transition
Services>Agreement and agreeing to be bound by the promises
and covenants set forth therein, Mr. Uttz will be entitled to (i)
all accrued, but unused vacation pay, (ii) 50% of his annual
performance-based cash bonus for fiscal 2016, (iii) accelerated
vesting of one-third of the equity awards granted on April 26,
2016, (iv) reimbursement by the Company through June 30, 2017 of
a portion of any COBRA premiums equal to the amount the Company
pays for the premiums of other executive level employees, and (v)
transition services payments equal to Mr. Uttz weekly rate of pay
of $7,067.31 for each week (whether full or prorated) following
the Resignation Date through June 30, 2017.
to the Transition Services Agreement, Mr. Uttz has waived and
released the Company from any and all claims, and he has agreed
that, if he competes with the Company in the Business prior to
June 30, 2017, he will not receive any unpaid portion of the
transition services payment. The Transition Services Agreement
supersedes the terms in Mr. Uttzs Employment Agreement with the
Company, dated December 31, 2014, regarding Mr. Uttz termination
of employment.
released the Company from any and all claims, and he has agreed
that, if he competes with the Company in the Business prior to
June 30, 2017, he will not receive any unpaid portion of the
transition services payment. The Transition Services Agreement
supersedes the terms in Mr. Uttzs Employment Agreement with the
Company, dated December 31, 2014, regarding Mr. Uttz termination
of employment.
The announcement of Mr. Uttzs resignation is contained in Exhibit
99.1 to this current report on Form 8-K.
99.1 to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Exhibit Description
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10.1
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Amended Restated Employment Agreement, effective
January 5, 2017, by and among Zach Koff, Shake Shack Inc. and SSE Holdings, LLC |
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99.1
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Press release dated January 5, 2017, announcing
appointment of Zach Koff to serve as the Chief Operating Officer of the Company and the resignation of Jeff Uttz as the Chief Financial Officer of the Company |
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. SHAKE SHACK INC. (NYSE:SHAK) Recent Trading Information
SHAKE SHACK INC. (NYSE:SHAK) closed its last trading session down -2.86 at 36.59 with 3,001,420 shares trading hands.
