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Shake Shack Inc. Proxy Solicitation & Information Statement 2022

Apr 28, 2022

31166_rns_2022-04-28_dae38c11-2702-417f-9c68-71e18455b841.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 tm223631d2_defa14a.htm DEFA14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

SHAKE SHACK INC.

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(Exact name of registrant as specified in its charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Your Vote Counts! SHAKE SHACK INC. 225 VARICK STREET, SUITE 301 NEW YORK, NEW YORK 10014 SHAKE SHACK INC. 2022 Annual Meeting Vote by June 14, 2022 11:59 PM ET You invested in SHAKE SHACK INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on June 15, 2022. Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.com Control # D85088-P67934 Get informed before you vote View the Annual Report and Notice and Proxy Statement online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 1, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote Virtually at the Meeting June 15, 2022 9:00 AM ET Virtually at: www.virtualshareholdermeeting.com/SHAK2022

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Voting Items Board Recommends D85089-P67934 01) Daniel Meyer 02) Anna Fieler 03) Jeff Flug 1. Election of Directors - Terms expiring at the 2025 Annual Meeting of Stockholders. Nominees: 2. Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm. 3. Approval, on an advisory basis, of the compensation of our Named Executive Officers. NOTE: You may attend and vote during the Annual Meeting via the Internet. Have the information that is printed in the box marked with the arrow on your proxy card or Notice of Internet Availability of Proxy Materials available and follow the instructions. For For For