Shake Shack Inc

1. 1

   Election of Directors (Class II

   ManagementBoard: FOR

   Elect two Class II directors, Robert Lynch and Tristan Walker, each to serve a three-year term until 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2026.

3. 3

   Approve (on an Advisory Basis) Compensation of the Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve the compensation of the Named Executive Officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory (non-binding) 'say-on-pay' proposal asks stockholders to approve the compensation paid to the company's Named Executive Officers as disclosed in the proxy, encompassing base salary, short-term cash incentives, and long-term equity awards (RSUs and PSUs) tied to multi-year performance metrics. Management is seeking shareholder endorsement to confirm its compensation philosophy and practices—centered on pay-for-performance and alignment with long-term stockholder value—particularly given the Compensation Committee’s use of metrics such as Adjusted EBITDA, same-Shack sales, Restaurant-level profit margin for short-term incentives, and Total Revenue and Adjusted EBITDA for multi-year PSUs. The Compensation Committee, comprised of independent directors and advised by an independent consultant, argues that the program balances short- and long-term incentives, uses market peer data, includes stock ownership guidelines and clawback policies, and limits risky pay practices (e.g., anti-hedging). The company notes strong prior support (over 95% approval in 2025) and describes robust governance processes—independent committee oversight, consultant review, and a multi-factor peer benchmarking approach—to justify continued adoption of the program. Key context includes multi-year PSU performance periods (2025–2027), sign-on awards and employment agreements for new executives (including the CEO), and severance and restrictive covenant arrangements disclosed in the filing, which bear on retention and alignment. Management discloses pay outcomes and metrics in detail, including actual 2025 short-term incentive payouts and the structure of long-term awards, enabling investors to judge alignment between pay and performance; the company also reports a substantial CEO pay ratio reflecting compensation relative to the median employee. While advisory and non-binding, a FOR vote signals stockholder support and the Compensation Committee commits to consider the advisory vote when making future compensation decisions. Opponents could focus on the scale of equity grants, signing awards and severance protections as potential misalignments, but management’s counter is that awards are performance-contingent, market-competitive, and structured to incentivize long-term value creation. The Board recommends a FOR vote, arguing that the program’s governance, performance metrics and oversight mechanisms appropriately align executive pay with shareholder interests.

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When is the Shake Shack Inc 2026 annual meeting?

Shake Shack Inc (SHAK) holds its 2026 annual shareholder meeting on Wednesday, June 10, 2026.

What is the record date for the Shake Shack Inc 2026 meeting?

The record date for the Shake Shack Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Shake Shack Inc's 2026 meeting?

The board is presenting 2 director nominees at the Shake Shack Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Shake Shack Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Shake Shack Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.