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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
July 10, 2023
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 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 5, 2023, the Board of Directors (the
“Board”) of Shake Shack Inc. (the “Company”) appointed Charles (Chuck) J. Chapman III to serve on the Board, effective
July 24, 2023. Mr. Chapman was appointed as a Class III member who will stand for election at the 2024 Annual Meeting. The
Board has determined that Mr. Chapman is independent under the listing standards of the New York Stock Exchange and the Company’s
Corporate Governance Guidelines. Mr. Chapman has been appointed to the Compensation Committee of the Board.
Mr. Chapman is a seasoned
restaurant executive with a strong strategic and operational track record in the industry, with a background in operations, supply chain,
development, and marketing. Mr. Chapman was a senior executive at Panera Bread, where he served in several leadership positions,
including as (i) Chief Operating Officer, where he was responsible for Franchise Operations, Learning & Development, Retail
Human Resources, Operations Tools and Services, and the Bakery Function; (ii) Chief International and Supply Chain Officer; and (iii) Executive
Vice President of Development, Information Technology, and Non-Traditional Growth. Before joining Panera, Mr. Chapman also
held several leadership positions at International Dairy Queen, including as Chief Operating Officer, Chief Development Officer, and Chief
Concept Officer. Prior to Dairy Queen, Mr. Chapman was Chief Operating Officer of Bruegger’s Bagels, and, prior to that, the
President and Co-owner of Beantown Bagels, a Bruegger’s Bagels franchisee. Early on, Mr. Chapman held various marketing,
finance, and operations roles at Darden Restaurants. Mr. Chapman began his career as an associate consultant and consultant at Bain &
Company. Mr. Chapman is currently the Chief Executive Officer of Tatte Bakery & Café and a Partner in Act III
Holdings, LLC, which invests in emerging niches in restaurants and entertainment.
Mr. Chapman also brings to
the table both public and private board experience, having served on the board of Cava from 2021 through its IPO in June 2023 and
Panera Bread from January 2008 through November 2011. He currently sits on the board of Taymax, a large Planet Fitness
franchisee owned by Trilantic Capital Partners. Mr. Chapman received his B.A. in Economics and Psychology from Dartmouth College
and his M.B.A. from the Amos Tuck School of Business at Dartmouth.
Mr. Chapman is eligible to receive compensation
for his service on the Board consistent with that provided to all non-employee directors pursuant to the Company’s Non-Employee
Director Compensation Policy. 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 Mr. Chapman and any other persons or entities pursuant to which Mr. Chapman was appointed as a director
other than that set forth in a cooperation agreement between the Company and Engaged Capital, LLC and certain of its affiliates filed
with the Securities and Exchange Commission (the “SEC”) on May 16, 2023 as Exhibit 10.1 to a current report on Form 8-K.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
Mr. Chapman, or any member of his immediate family, had, or will have, a direct or indirect material interest.
A copy of the letter agreement
between Mr. Chapman and the Company with respect to his service as director is filed as Exhibit 10.1 to this current report
on Form 8-K. In addition, Mr. Chapman 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 SEC on January 20,
2015.
A copy of the press release
containing the announcement of Mr. Chapman’s appointment to the Board is attached as Exhibit 99.1 to this current report
on Form 8-K and is 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) |
| |
|
| |
|
| Dated: July 10, 2023 |
By: |
/s/ Ronald Palmese, Jr. |
| |
|
Ronald Palmese, Jr. |
| |
|
Chief Legal Officer |
Exhibit 10.1
June 29, 2023
Charles J. Chapman III
Dear Chuck:
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 Compensation Committee of the Board (the “Committee”),
effective as of July_, 2023 (the “Effective Date”). Please note that your appointment remains subject to the Board’s
approval.
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 2024.
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. 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.
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/ Charles J. Chapman III |
|
|
| Charles J. Chapman III |
|
|
| Date: July 1, 2023 |
|
|
Exhibit 99.1
Shake Shack Elects Chuck Chapman to its Board
of Directors
Chapman is the former COO of Panera Bread
and International Dairy Queen
and the current CEO of Tatte Bakery &
Cafe
NEW YORK—July 10,
2023 – (BUSINESS WIRE)--Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE:SHAK) today
announced the appointment of Chuck Chapman to its Board of Directors, effective July 24, 2023.
“We are delighted to name Chuck to our Board
of Directors," stated Randy Garutti, CEO of Shake Shack. "Chuck's proven track record of leadership and operations, spanning
so many successful restaurants brands, will be invaluable to the Board and our team. We look forward to his guidance and fervor as we
drive Shake Shack forward into the future."
“I am honored to join the Board of this
industry-leading restaurant and hospitality brand,” said Chuck Chapman. “I am looking forward to collaborating with Danny,
Randy, and the rest of the team to continue to elevate the Shake Shack brand and bring ongoing value to its stakeholders.”
Chuck Chapman is a seasoned restaurant
executive with a strong strategic and operational track record in the industry, with a background in operations, supply chain, development,
and marketing. Chapman was a senior executive at Panera Bread, where he served in several leadership positions, including as (i) Chief
Operating Officer, where he was responsible for Franchise Operations, Learning & Development, Retail Human Resources, Operations
Tools and Services, and the Bakery Function; (ii) Chief International and Supply Chain Officer; and (iii) Executive Vice President
of Development, Information Technology, and Non-Traditional Growth. Before joining Panera, Chapman also held several leadership
positions at International Dairy Queen, including as Chief Operating Officer, Chief Development Officer, and Chief Concept Officer. Prior
to Dairy Queen, Chapman was Chief Operating Officer of Bruegger’s Bagels, and, prior to that, the President and Co-owner of Beantown
Bagels, a Bruegger’s Bagels franchisee. Early on, Chapman held various marketing, finance, and operations roles at Darden Restaurants.
Chapman began his career as an associate consultant and consultant at Bain & Company. Chapman is currently the Chief Executive
Officer of Tatte Bakery & Café and a Partner in Act III Holdings, LLC, which invests in emerging niches in restaurants
and entertainment.
Chapman also brings to the table
both public and private board experience, having served on the board of Cava from 2021 through its IPO in June 2023 and Panera Bread
from January 2008 through November 2011. He currently sits on the board of Taymax, a large Planet Fitness franchisee owned
by Trilantic Capital Partners. Chapman received his B.A. in Economics and Psychology from Dartmouth College and his M.B.A. from the Amos
Tuck School of Business at Dartmouth.
“Chuck is a widely admired and seasoned
restaurant industry leader, and we feel fortunate to have him join the Board,” said Danny Meyer, Chairman of the Board. “Following
a comprehensive search led by the Nominating & Corporate Governance Committee of the Board in partnership with Engaged Capital,
it was evident that Chuck’s background in executive leadership, operations, supply chain, and development, will deliver significant
and meaningful impact to Shake Shack.”
“We are thrilled Chuck is joining the SHAK
Board and the newly formed Board working group. Chuck’s decades of experience successfully operating high quality, fast casual businesses
at scale will be an asset to the management team as they work to improve execution, profitability, and ROI in the restaurants,”
said Glenn W. Welling, Founder and CIO of Engaged Capital.
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 over 470 locations
system-wide, including over 305 in 32 U.S. States and the District of Columbia, and over 165 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
Meg Davis
mcastranova@shakeshack.com
or
Investors:
ICR
Melissa Calandruccio,
CFA
Michelle Michalski
(844) SHACK04 (844-742-2504)
investor@shakeshack.com
Source: Shake Shack Inc.