0001620533
false
0001620533
2022-10-17
2022-10-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
October 17, 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 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 17, 2022, the Board of Directors (the “Board”) of Shake Shack Inc. (the “Company”), upon
the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board of the Company from ten to eleven
members and appointed Lori George Billingsley to fill the vacancy so created, both effective October 17, 2022 (the “Effective
Date”). Ms. Billingsley was appointed to serve as a Class I director who will stand for election at the 2025 Annual Meeting
of Stockholders. The Board has determined that Ms. Billingsley is independent under the listing standards of the New York Stock Exchange
and the Company’s Corporate Governance Guidelines. Ms. Billingsley also will serve on the Nominating & Corporate Governance
Committee of the Board.
Ms.
Billingsley is the former Global Chief Diversity, Equity and Inclusion (DEI) Officer for The Coca-Cola Company (TCCC), a role in which
she served from October 2018 until March 2022. In that role, Ms. Billingsley led TCCC’s DEI Center of Excellence, directed to enable
a more engaged global workforce, mirror the markets served, and support a more inclusive culture to best position the employees of TCCC
to drive growth. Prior to this role, Ms. Billingsley served as the Vice President of Community and Stakeholder Relations for TCCC’s
North America Operating Unit from January 2018 through September 2018. Since 2002 when she joined TCCC, Ms. Billingsley served in a number
of roles at TCCC relating to public affairs, global issues communications, shareowner affairs, community and stakeholder relations, social
impact and diversity, equity and inclusion with increasing responsibility. Prior to joining TCCC, Ms. Billingsley led her own public
relations consultancy, LG Communications; was a vice president at Porter/Novelli, a leading public relations firm where she founded their
Multicultural Communications and Alliance Building practices; and a senior public affairs specialist for the District of Columbia Government’s
Office of Human Rights and Minority Business.
Ms.
Billingsley currently serves on the board of directors of Pioneer Natural Resources (NYSE: PXD), NAACP Foundation and Arete Executive
Women of Influence. She is a founding member of TCCC’s Equity Accountability Councils, and a member of the National Association
of Corporate Director’s Center for Inclusive Governance Advisory Council, Howard University’s School of Communications Board
of Visitors, Executive Leadership Council, OnBoard, International Women’s Forum, Extraordinary Women on Boards, Leadership Atlanta,
Public Relations Society of American and The Links, Inc..
Ms.
Billingsley received her Bachelor of Arts in public relations from Howard University and her Master of Arts in public communications
at American University. In 2019, Ms. Billingsley completed a 13-month Executive Leadership Experience Program at Harvard Business School
and in 2021, Ms. Billingsley completed Stanford University Graduate School of Business Directors’ Consortium.
As
of the Effective Date, Ms. Billingsley is eligible to receive compensation for her service on the Board consistent with that
provided to all non-employee directors, pursuant to the Company’s Non-Employee Director Compensation Policy and in accordance
with the approval of the Board dated October 17, 2022. A copy of the Company’s Non-Employee Director Compensation Policy is
available on the Company’s website at investor.shakeshack.com/investors-company overview/corporate
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. Billingsley and any other persons or entities pursuant to which Ms. Billingsley 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. Billingsley, 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. Billingsley 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. Billingsley has executed 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 with the announcement of Ms. Billingsley’s appointment 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
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:
October 19, 2022 |
|
SVP
and General Counsel |
Exhibit 10.1
October
11, 2022
Lori Billingsley
Dear Lori:
This 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 and Corporate
Governance Committee of the Board (the "Committee"), effective as of October 17, 2022 (the "Effective Date").
Please note that your appointment remains subject to the Board's approval, which we formally requested on October 11, 2022.
As a Director,
you will be expected to attend at least four (4) Board and four (4) Committee meetings annually and shall have such other duties and responsibilities
as are customarily associated with this position. You shall continue to serve on the Board until such time as either you or the Company
terminates your service or you are not re-elected to the Board at the Annual General Meeting of Stockholders in June 2025.
As consideration
for your anticipated service on the Board and the Committee, you will be eligible to receive cash and equity compensation totaling One
Hundred Twenty-Five Thousand Dollars ($125,000) each service year.1 This is pursuant to the Compensation's Non-Employee Director
Compensation Policy, a copy of which has been provided to you. You may elect to receive additional equity in lieu of some or all of the
cash portion of your compensation. Please refer to the Director Compensation Election Cover Letter and Director Compensation Election
Form, copies of which have been provided to you as well. Given that your Director service will commence halfway through the current service
year, your compensation for this service year will total Sixty-Two Thousand Five Hundred Dollars ($62,500).
You will also
be entitled to coverage under a directors' and officers' liability insurance policy maintained by the Company.
During your
tenure as a Director, you shall at all times and for all purposes be acting as an independent contractor and not as an employee of the
Company. Accordingly, you shall not be eligible to participate in employee benefit plans provided by the Company to its employees and
the Company shall 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.
You will receive
a number of onboarding documents from Ron Palmese, the Company's General Counsel. He will be your primary contact in the weeks ahead.
If you have any questions once you receive them, do not hesitate to reach out to him.
Please confirm
that the foregoing reflects your understanding by signing and returning to us the enclosed duplicate of this letter at your earliest convenience.
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 H. Meyer |
| |
Daniel H. Meyer, Chairman |
| Accepted & Agreed |
|
| |
|
| /s/ Lori Billingsley |
|
| Lori Billingsley |
|
| Date: October 12, 2022 |
|
1 Each
service year runs from Q2 in a given year through Q1 the following year.
 |
225 Varick Street, Suite 301 | New York, NY
10014 | shakeshack.com |
Exhibit 99.1
Shake Shack Elects
Lori George Billingsley to its Board of Directors
NEW YORK—October
19, 2022 – (BUSINESS WIRE)--Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE:SHAK)
today announced the appointment of Lori George Billingsley to its Board of Directors, effective October 17, 2022. Billingsley has been
named to the Nominating & Corporate Governance Committee of the Board. She will become the eleventh member of Shake Shack's Board
of Directors, following Tristan Walker’s appointment in 2020.
“We
are pleased to name Lori to Shake Shack’s Board of Directors,” said Randy Garutti, Shake Shack CEO. “Looking
towards the future of Shake Shack, Lori's breadth of experience, leadership, global communication expertise and passion to elevate internal
teams will be a key addition to our Board. We are proud to have Lori on board and look forward to working with her.”
“I have tremendous admiration and
respect for Danny Meyer, Randy Garutti and the great company they have built over the years. It’s clear that Shake Shack is committed
to their people and brand,” said Billingsley. “I’m looking forward to sharing my experience and knowledge with this
team to further guide their continued successful journey forward.”
Lori George
Billingsley is the former Global Chief Diversity, Equity and Inclusion (DEI) Officer for The Coca-Cola Company (TCCC). In that role,
she led the company’s DEI Center of Excellence, directed to enable a more engaged global workforce, mirror the markets served,
and support a more inclusive culture to best position the employees of the company to drive growth. During her tenure, Coca-Cola set
bold public goals, including being 50% led by women and mirroring its markets by 2030, built a more inclusive culture, launched the first-ever
global pay equity analysis, and tied executive pay to progress on DEI.
She was with the company for 20 years,
having spent most of them in a variety of roles with increasing responsibility within Public Affairs and Communications. Prior to becoming
the DEI Officer, she was the Vice President of Community and Stakeholder Relations for the company’s North America Operating Unit.
Lori has over 35 years of public affairs, global issues communications, shareowner affairs, community and stakeholder relations, social
impact and diversity, equity and inclusion experience in developing and implementing breakthrough strategic initiatives that meet organizational
goals, target audience needs and produce results. Prior to joining Coca-Cola, she led her own public relations consultancy, LG Communications;
was a vice president at Porter Novelli, a leading public relations firm where she co-founded their Multicultural Communications and Alliance
Building practices; and a senior public affairs specialist for the District of Columbia Government’s Office of Human Rights and
Minority Business.
She currently serves on the Board of
Directors of Pioneer Natural Resources (NYSE: PXD), NAACP Foundation and Arete Executive Women of Influence. She is a Founding Member
of The Coca-Cola Company’s Equity Accountability Councils, and a member of the National Association of Corporate Director’s
Center for Inclusive Governance Advisory Council, Howard University’s School of Communications Board of Visitors, Executive Leadership
Council, OnBoard, International Women’s Forum, Extraordinary Women on Boards, Leadership Atlanta, Public Relations Society of America
and The Links, Inc.
She formerly served on the Boards of
the Congressional Black Caucus Foundation, Inc. (Chair), Women’s Business Enterprise National Council, United Way of Greater Atlanta,
Atlanta Mission, Leadership Atlanta, ColorComm and The Coca-Cola Foundation. She also served on the World Economic Forum’s (WEF)
Partnering for Racial Justice in Business Advisory Council, WEF’s Community of Chief DEI Officers, The Conference Board DEI Innovators
Council, Co-Chair of American University’s Inaugural Women’s Network and Co-Chair of the TCCC’s Political Action Committee.
Lori is a featured speaker globally and
has received numerous national awards, including the Alumni Award for Distinguished Postgraduate Achievement from Howard University,
PUSH for Excellence, Dr. MLK Jr. Corporate Award, Atlanta Business Chronicle Top Diversity and Inclusion Officer, Atlanta Business League’s
Top 100 Black Women of Influence, Academy of Women Achievers’ YWCA of Greater Atlanta, Inaugural Bravo! Award for Diversity and
Inclusion from the Hispanic Public Relations Association, Chairman’s Circle Leadership Award from the National Coalition on Black
Civic Participation, Public Relations Society of America (PRSA) Order of the Phoenix Award, PRSA Paladin Award and is a Georgia PRSA
Hall of Fame Inductee.
She received her Bachelor of Arts in
public relations at Howard University and her Master of Arts in public communications at American University. In 2019, she completed
a 13-month Executive Leadership Experience Program at Harvard Business School; and in 2021, she completed Stanford University Graduate
School of Business Directors’ Consortium. Lori is an ordained minister.
Photos available
here.
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 more than 400 locations systemwide, including over
260 in 32 U.S. States and the District of Columbia, and over 140 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 | t: @shakeshack | facebook.com/shakeshack
Contacts
Media:
Shake Shack
Katie Scott
kscott@shakeshack.com
or
Investors:
ICR
Melissa Calandruccio
CFA
Michelle Michalski
(844) SHACK04
(844-742-2504)
investor@shakeshack.com
Source: Shake
Shack