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
May 6, 2026
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 May 6, 2026, the Board of Directors (the “Board”)
of Shake Shack Inc. (“Shake Shack”) appointed Michelle Hook to serve as its Chief Financial Officer, effective as of
May 11, 2026 (the “Effective Date”). Ms. Hook will report to Robert Lynch, Shake Shack’s Chief Executive Officer,
and work closely with the current senior executive leadership team.
Since December 2020, Ms.
Hook, 51, served as the Chief Financial Officer of Portillo's Inc. In that role, Ms. Hook led finance, supply chain and information technology,
helped take the company public in 2021, and led efforts to create processes to support significant growth. Previously, Ms. Hook spent
more than 17 years at Domino's Pizza, Inc., where she most recently served as Vice President of Finance for global FP&A and investor
relations, and held various accounting and finance positions with increasing responsibilities since joining Domino’s Pizza in 2003.
Prior to joining Domino’s Pizza, Ms. Hook was with Holcim, one of the largest manufacturers and suppliers of cement around the world.
Ms. Hook began her career as a senior auditor at Arthur Andersen LLP. Ms. Hook holds an MBA from the University of Michigan and a B.A.
in accounting from Michigan State University, and is a certified public accountant.
In connection with her appointment, Ms. Hook entered
into an Employment Agreement (the “Employment Agreement”) with Shake Shack and its subsidiaries SSE Holdings, LLC and
Shake Shack Enterprises, LLC (together with Shake Shack, the “Company”). All capitalized terms used but not defined
in this Form 8-K shall be as set forth in the Employment Agreement. The term of Ms. Hook’s employment will be 1 year from the Effective
Date, subject to automatic 1-year extensions unless either party gives notice of non-extension no later than 90 days prior to the expiration
of the then-applicable term.
Ms. Hook will receive an initial annual base salary
of $625,000, subject to annual review. Ms. Hook will be eligible to receive an annual bonus as determined by the Board (or the Board’s
Compensation Committee), based on an annualized target bonus opportunity of 100% of her annual base salary, payable upon the attainment
of Company performance goals established each fiscal year by the Board (or the Compensation Committee), with the opportunity to make up
to 200%, on an annualized basis, of her annual base salary, if such performance goals are exceeded. For fiscal 2026, the annual bonus
for which Ms. Hook is eligible shall be pro-rated from the Effective Date. Commencing in fiscal 2027, Ms. Hook will be eligible to receive
an annual equity award, with such 2027 award currently expected to have a minimum grant date fair value targeted at $900,000.
Ms. Hook will receive a signing cash award equal
to $300,000, subject to repayment if Ms. Hook is terminated by the Company for Cause or resigns without Good Reason within 12 months following
the date on which the cash award is paid. In addition, on July 15, 2026, Ms. Hook will receive a signing equity award comprised of restricted
stock units representing the right to receive shares of the Company’s Class A common stock as may be determined based on an aggregate
grant date fair value of $1,200,000 as calculated using the closing stock price of the common stock on the award date. Provided that Ms.
Hook remains employed through the applicable vesting date, the restricted stock units will vest in 3 equal installments on each of the
first, second, and third anniversaries of the award date. To support her relocation, the Company will reimburse Ms. Hook’s relocation
expenses up to $50,000.
The Employment Agreement provides for severance
upon a termination by the Company without Cause or by Ms. Hook for Good Reason, in each case, subject to her execution and non-revocation
of a waiver and release of claims. In either such event, Ms. Hook will be entitled to severance consisting of (a) continued payment of
her base salary through the 12-month anniversary of the termination of her employment, (b) a pro rata portion of the annual cash bonus
for the year of termination based on actual Company performance, and (c) reimbursement of a portion of any COBRA premiums for a period
of up to 12 months equal to the amount the Company pays for the health insurance premiums of then-current employees.
Ms. Hook will be subject to certain non-competition
and non-solicitation restrictions for a 12-month period following termination of employment.
There is no arrangement or understanding between
Ms. Hook or any other persons or entities pursuant to which Ms. Hook was appointed to serve as Chief Financial Officer. Ms. Hook does
not have any family relationship with the Company’s executive officers or directors nor are there any related party transactions
between the Company and Ms. Hook that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the employment agreement with Ms. Hook
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, Ms. Hook will execute the Company’s standard indemnification agreement, the
form of which is included as Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange
Commission on February 26, 2026.
Item 7.01 Regulation FD Disclosure
A copy of the press release containing the announcement
of Ms. Hook’s appointment is attached hereto as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 |
Employment Agreement, effective May
11, 2026, by and among Michelle Hook, Shake Shack Inc., SSE Holdings, LLC, and Shake Shack Enterprises, LLC |
| |
|
| |
|
| 99.1 |
Press Release, dated May
7, 2026, announcing appointment of Michelle Hook to serve as the Chief Financial Officer of the Company |
| |
|
| 104 |
Cover Page Interactive Data
File (embedded within the Inline XBRL document) |
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: May 7, 2026 |
By: |
/s/ Ronald Palmese, Jr. |
| |
|
Ronald Palmese, Jr. |
| |
|
Chief Legal Officer |
Exhibit 99.1
Shake Shack Appoints Michelle Hook as Chief Financial
Officer
NEW YORK, NY
– May 7, 2026 – (BUSINESS WIRE) – Shake Shack Inc. ("Shake Shack" or the "Company") (NYSE:SHAK)
today announced the appointment of Michelle Hook as the Company's Chief Financial Officer, effective May 11, 2026. Ms. Hook joins Shake
Shack's executive leadership team and will be responsible for leading financial operations across the Company, including accounting and
treasury, financial planning and analysis, tax, investor relations and external reporting.
Ms. Hook brings more
than two decades of financial and operational leadership experience in the restaurant industry, with a proven track record of scaling
growth companies and building high-performing teams.
“We are thrilled to welcome Michelle to the
Shake Shack team,” said Rob Lynch, Chief Executive Officer of Shake Shack. “She brings deep restaurant industry expertise
and significant public company experience to the role. I’m confident Michelle will be a valuable addition to our leadership team
as we continue to advance our culture of Enlightened Hospitality and further strengthen our best-in-class finance organization on our
path to 1,500 Company-operated Shacks.”
Ms. Hook joins Shake Shack from Portillo’s,
where she served as Chief Financial Officer beginning in December 2020. In that role, she led finance, supply chain and information technology,
helped take the company public in 2021, strengthened its financial infrastructure, built processes to support significant growth, and
fostered transparent communication with the investment community. Previously, Ms. Hook spent more than 17 years at Domino’s Pizza,
Inc., where she most recently served as Vice President of Finance for global FP&A and investor relations, and held various accounting
and finance leadership positions. Earlier in her career, she worked at Arthur Andersen and held finance roles at Holcim. Ms. Hook holds
an MBA from the University of Michigan and a B.A. in accounting from Michigan State University. She is a certified public accountant.
“I’ve long admired Shake Shack and
the team’s disciplined approach to building a beloved brand,” said Michelle Hook. “The team’s ability to grow
thoughtfully while keeping hospitality at the core
of the business is a powerful driver of sustainable value and I am honored to contribute
to its next chapter of growth.”
Photo 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 685 locations system-wide,
including over 440 in 35 U.S. States and the District of Columbia, and over 245 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 | X: @shakeshack | facebook.com/shakeshack
Media:
Meg Davis, Shake Shack
mcastranova@shakeshack.com
Investor Relations:
Alison Sternberg, Shake Shack
Head of Investor Relations
(844) SHACK-04 (844-742-2504)
investor@shakeshack.com