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

June 15, 2022

Date of Report (Date of earliest event reported)

SHAKE SHACK INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36823

47-1941186

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

225 Varick Street, Suite 301

New York, New York

10014

(Address of principal executive offices)

(Zip Code)

(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:

¨	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
Class A Common Stock, par value $0.001	SHAK	New York Stock Exchange

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 15, 2022. At the Annual Meeting, Shake Shack’s stockholders were asked to vote on three proposals: (i) to elect three Class I 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 28, 2022; 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, Daniel Meyer, Anna Fieler and Jeff Flug, as Class I directors to hold office until the annual meeting of stockholders to be held during Shake Shack’s 2025 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
Daniel Meyer	21,799,933	9,759,576	5,204,545
Anna Fieler	22,783,781	8,775,728	5,204,545
Jeff Flug	21,226,096	10,333,413	5,204,545

Item 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 28, 2022

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 28, 2022. The voting results are set forth below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
36,526,584		159,624		77,846		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
30,818,183		652,712		88,614		5,204,545

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 15, 2022		SVP, General Counsel

SEC Form 8-K filed by Shake Shack Inc.