Shake Shack (SHAK) investors approve directors, EY auditor and executive pay package

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Shake Shack Inc. reported the results of its annual stockholder meeting held on June 10, 2026. Stockholders elected Robert Lynch and Tristan Walker as Class II directors to serve until the 2029 annual meeting and until their successors are elected and qualified.

Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending December 30, 2026. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Robert Lynch: 31,331,880 votes Votes for Tristan Walker: 24,033,118 votes Auditor ratification votes for: 36,631,331 votes +3 more

6 metrics

Votes for Robert Lynch 31,331,880 votes Election as Class II director at 2026 annual meeting

Votes for Tristan Walker 24,033,118 votes Election as Class II director at 2026 annual meeting

Auditor ratification votes for 36,631,331 votes Ratification of Ernst & Young LLP for fiscal year ending December 30, 2026

Auditor ratification votes against 120,336 votes Ratification of Ernst & Young LLP

Say-on-pay votes for 30,006,376 votes Advisory vote on compensation of named executive officers

Say-on-pay votes against 2,026,149 votes Advisory vote on compensation of named executive officers

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, Named Executive Officers, +1 more

5 terms

broker non-votes financial

"Robert Lynch | | 31,331,880 | | 751,209 | | 4,705,779"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratify the appointment of Ernst & Young LLP as Shake Shack’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote regulatory

"to conduct an advisory vote on the compensation of named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Named Executive Officers financial

"advisory vote on the compensation of Shake Shack’s Named Executive Officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Class II directors regulatory

"elect two Class II directors"

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Understanding 8-K Material Events →

06/11/2026 - 04:15 PM

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 10, 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 5.07

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 10, 2026. At the Annual Meeting, the Company’s stockholders were asked to vote on three proposals: (i) to elect two Class II 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 30, 2026; and (iii) to conduct an advisory vote on the compensation of named executive officers. The results of the stockholder vote are set forth below.

Proposal 1 - Election of Directors

Shake Shack’s stockholders elected two nominees, Robert Lynch and Tristan Walker, as Class II directors to hold office until the annual meeting of stockholders to be held during Shake Shack’s 2029 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
Robert Lynch	31,331,880	751,209	4,705,779
Tristan Walker	24,033,118	8,049,971	4,705,779

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 30, 2026

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 30, 2026. The voting results are set forth below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
36,631,331		120,336		37,201		0

Proposal 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
30,006,376		2,026,149		50,564		4,705,779

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 11, 2026		Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Shake Shack (SHAK) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: electing two Class II directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving an advisory resolution on named executive officer compensation. All three management proposals received stockholder approval.

Who was elected to Shake Shack (SHAK) board at the 2026 annual meeting?

Robert Lynch and Tristan Walker were elected as Class II directors. They will serve until the annual meeting held during Shake Shack’s 2029 fiscal year and until their respective successors are duly elected and qualified by stockholders.

How did Shake Shack (SHAK) stockholders vote on the auditor ratification?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 30, 2026, with 36,631,331 votes for, 120,336 votes against, 37,201 abstentions, and no broker non-votes reported.

Was Shake Shack (SHAK) executive compensation approved by stockholders?

Yes. The advisory resolution on compensation of Shake Shack’s named executive officers received 30,006,376 votes for, 2,026,149 votes against, 50,564 abstentions, and 4,705,779 broker non-votes, indicating overall stockholder support for the company’s pay practices.

What were the vote totals for Shake Shack (SHAK) director Robert Lynch?

Robert Lynch received 31,331,880 votes for election as director, with 751,209 votes withheld and 4,705,779 broker non-votes. These results confirm his election as a Class II director through the company’s 2029 annual stockholder meeting cycle.

How did Tristan Walker’s election vote compare at Shake Shack (SHAK)?

Tristan Walker received 24,033,118 votes for election, 8,049,971 votes withheld, and 4,705,779 broker non-votes. Despite higher withheld votes than Robert Lynch, the for votes were sufficient to elect him as a Class II director through the 2029 meeting.

Filing Exhibits & Attachments

3 documents