false
0001620533
0001620533
2026-06-08
2026-06-08
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
June
8, 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 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.
The Board of Directors (the “Board”)
of Shake Shack Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee,
approved an increase to the size of the Board of the Company from eight to nine members and appointed Christiane Pendarvis to fill the
vacancy so created, effective as of July 2, 2026 (the “Effective Date”). Ms. Pendarvis will serve as a Class II
director and will stand for election at the Company’s 2029 Annual Meeting of Stockholders. The Board has determined that Ms. Pendarvis
is independent under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. Ms. Pendarvis
will serve on the Nominating & Corporate Governance Committee of the Board.
Ms. Pendarvis has since October 2023
served as Co-CEO of PATTERN Beauty By Tracee Ellis Ross, where she is responsible for all aspects of the business in partnership with
the company’s founder, Ms. Ellis Ross. Ms. Pendarvis previously served as Co-President of Savage X Fenty from January 2020
to May 2023. Ms. Pendarvis has over 25 years of experience leading direct-to-consumer and omni-channel consumer businesses,
having held executive positions with top retailers and Fortune 500 companies including Victoria’s Secret, Aerie, Old Navy, Minted
and FullBeauty Brands.
Ms. Pendarvis currently serves on the board
of directors of Hootsuite, and was previously on the boards of Hims & Hers and Savage X Fenty. Ms. Pendarvis also serves
on the Southern California Public Radio Board of Trustees and the Women of Color Retail Alliance Board. Ms. Pendarvis was named
one of Women’s Wear Daily’s Most Inspirational Women Leaders in 2023 and one of its 50 Women in Power in 2022.
Ms. Pendarvis received her BA in economics
from Harvard University and her MBA from the Kenan-Flagler Business School at the University of North Carolina.
As of the Effective Date, Ms. Pendarvis is
eligible to receive compensation for her service on the Board consistent with that provided to all non-employee directors, as described
in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange Commission (“SEC”).
There is no arrangement or understanding between
Ms. Pendarvis and any other persons or entities pursuant to which Ms. Pendarvis 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. Pendarvis,
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. Pendarvis
and the Company with respect to her service as a director is filed as Exhibit 10.1 to this current report on Form 8-K. In addition,
Ms. Pendarvis will execute 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 with the announcement of the appointment
of Ms. Pendarvis 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
Exhibit
Number |
|
Exhibit Description |
| 10.1 |
|
Letter Agreement, dated June 9,
2026, between Christiane Pendarvis and Shake Shack Inc. |
| 99.1 |
|
Press Release, dated June 12,
2026, announcing appointment of Christiane Pendarvis to the Board of Directors of Shake Shack Inc. |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL
tags are 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) |
| |
|
| |
By: |
/s/
Ronald Palmese, Jr. |
| |
|
Ronald Palmese, Jr. |
| Date: June 12, 2026 |
|
Chief Legal Officer |
Exhibit 99.1
Shake Shack Appoints
Christiane Pendarvis to Board of Directors
Growth-oriented retail
leader brings more than 25 years of experience at consumer brands
NEW YORK, JUNE 12, 2026 -- Shake Shack Inc. ("Shake
Shack" or the "Company") (NYSE: SHAK) today announced the election of retail industry veteran Christiane Pendarvis to
its Board of Directors, effective July 2.
Ms. Pendarvis is a seasoned executive with more
than 25 years of experience driving growth across direct-to-consumer and omnichannel businesses. She has held leadership roles at both
high-growth retail brands and Fortune 500 concepts with a focus on general management and retail merchandising. Ms. Pendarvis has extensive
experience with strategic planning, development, digital commerce and retail operations, as well as large-scale technology infrastructure
projects.
“We are pleased to welcome Christiane to
the Board,” said Founder and Chairman Danny Meyer. “Beyond having a clear alignment with our values and strategic vision,
her proven track record of driving profitable growth and building iconic consumer brands - combined with her deep expertise in retail
and digital commerce - will be invaluable as we continue to expand Shake Shack and deepen our connection with guests across all channels.
I’m confident that Christiane will be an excellent addition to our team.”
Ms. Pendarvis currently serves as Co-CEO of PATTERN
Beauty by Tracee Ellis Ross, where she is responsible for all aspects of the business in partnership with the Company’s founder
and namesake, actor Tracee Ellis Ross. She previously served as Co-President of Savage X Fenty, where she grew the company significantly,
including expanding the brand into new product categories and adding a physical retail channel. Ms. Pendarvis has also served in executive
roles with top-tier retail and DTC companies, such as Victoria’s Secret, Aerie, Old Navy, Minted, and FullBeauty Brands.
“Shake Shack is at a significant point
in its growth journey, and Christiane’s experience and perspective will be a strong asset to our Board,” said Rob Lynch,
CEO of Shake Shack. “She understands how to build brands, connect with consumers and scale with intention, all of which align with
our long-term growth plans.”
Ms. Pendarvis currently serves as a Board member
for Hootsuite and previously was on the Boards of Hims & Hers and Savage X Fenty. She also serves on the Southern California Public
Radio Board of Trustees and the Women of Color Retail Alliance Board. A recognized industry leader, she received Harlem’s Fashion
Row’s Corporate Impact Award and the NRF Foundation’s People Shaping Retail’s Future Award in 2025. She was named one
of WWD’s Most Inspirational Women Leaders in 2023 and one of its 50 Women in Power in 2022.
“I’m honored to join Shake Shack’s
Board of Directors at such an exciting time for the company,” said Ms. Pendarvis. “Shake Shack has earned a unique place
in culture by pairing exceptional experiences with a relentless focus on quality, community and hospitality. I’m excited to work
alongside the Board and leadership team as they continue to grow the brand, strengthen guest connections, and create long-term value
for all stakeholders.”
Ms. Pendarvis earned a bachelor’s degree
in economics from Harvard University and an MBA from the Kenan-Flagler Business School at the University of North Carolina.
Cautionary Note on Forward-Looking Statements
This press release may contain forward-looking statements, including
statements regarding the Company's Board of Directors and future growth and strategic initiatives, and other statements that are not
statements of historical facts. These forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such statements. You should evaluate any forward-looking statements made in this
press release in the context of the risks and uncertainties disclosed in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2025, the Company’s subsequent Quarterly Reports on Form 10-Q, and the Company's other SEC filings. All
of the Company's SEC filings are available online at www.sec.gov, investor.shakeshack.com or upon request from Shake Shack Inc. The Company
undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or
otherwise, except as otherwise required by law.
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 695 locations system-wide,
including over 450 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