Shake Shack Inc. (SHAK)
NYSE: SHAK · Real-Time Price · USD
99.74
-2.72 (-2.65%)
May 1, 2026, 1:15 PM EDT - Market open
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AGM 2024

Jun 12, 2024

Operator

Good morning, and welcome to Shake Shack's 2024 Annual Meeting of Stockholders. At this time, I would like to turn the conference over to Danny Meyer, Chairman of the Board of Directors, and Rob Lynch, Shake Shack's Chief Executive Officer, and a member of the company's Board of Directors, and Ron Palmese, Shake Shack's Chief Legal Officer. Please go ahead.

Danny Meyer
Chairman of the Board, Shake Shack

Thank you, operator, and good morning, everyone. Before I turn the meeting over to Rob and Ron, I wanted to take a moment to thank Randy Garutti, who finished his extraordinary tenure as Shake Shack's CEO last month. Randy's impact, leadership, and dedication to Shake Shack since its inception has been extraordinary. I also want to welcome Rob to his first annual meeting as CEO. We are thrilled that Rob has joined us, and his appointment as CEO marks the beginning of our next chapter of growth as we seek to further elevate Shake Shack as a leading global brand. I'd also like to thank our three departing directors, Jenna Lyons, Robert Viviano, and Jonathan Sokoloff, for their years of service on our board. Rob?

Rob Lynch
CEO, Shake Shack

Thank you, Danny, and good morning, everyone. I'm excited to be here. I've had a fantastic first few weeks on the job as the new CEO of this great company. I'm looking forward to building on Randy's and the team's great legacy and taking Shake Shack to even greater heights. We greatly appreciate your interest in Shake Shack and for taking the time to join us today. I'd like to start by thanking our team for their commitment and dedication this past year, and thanking our stockholders for your continued support. As you have seen in our annual report to stockholders, fiscal 2023 marks significant milestones for the company. The company crossed $1 billion in Shack sales, opened 85 Shacks across the globe, the most in a single year, and surpassed 500 Shacks system-wide.

The company ended the year on a high note, delivering strong sales growth with positive traffic. As we continue to grow the Shake Shack of tomorrow, we're committed to learning, measuring, improving, and sharing what we're up to. I'm humbled by the actions of the entire Shake Shack family, who have led with hard work and commitment while doing what we love. I will now turn the meeting over to Ron Palmese, our Chief Legal Officer, to conduct the formal business of this meeting. Ron?

Ron Palmese
Chief Legal Officer, Shake Shack

Thank you, Rob and Danny. We are pleased to once again be holding our annual meeting virtually, which we believe provides our stockholders with the best opportunity to attend our annual meeting. I'm joined again by Rob Lynch, our new Chief Executive Officer and a member of the Board of Directors, Danny Meyer, our Chairman of the Board, and Katie Fogertey, our Chief Financial Officer. We are also joined by our director nominees, our other directors, and a representative from our registered accounting firm, Ernst & Young. Today's session allows our stockholders to participate in the meeting regardless of their location. Not only can you view the meeting, you may also submit questions and vote your shares online before the polls close. We have allocated time after the adjournment of the formal part of the meeting for Q&A.

There's a text box on your screen where you can submit your questions anytime throughout the meeting, and if we're unable to get to your questions, you may always email us at investor@shakeshack.com. Before we begin, it is possible that some of this morning's comments or responses to your questions may contain forward-looking statements, including our expectations for the coming year, that are based on certain assumptions and that are subject to known and unknown risks, uncertainties, and other important factors that may cause actual results to be materially different, including those set forth in our risk factors in our annual report on Form 10-K and other reports filed with the SEC. Additionally, our remarks may contain non-GAAP information, including EBITDA and adjusted EBITDA.

A reconciliation to the most directly comparable financial measures prepared in accordance with U.S. GAAP can be found at the end of our earnings press release, which are available on our website as well. So we have five items of business to conduct in today's meeting. They are: to reelect three of our directors as Class III directors, to consider and act upon a proposal to ratify the appointment of our auditors as our independent registered public accounting firm for the current fiscal year, ending December 25th, 2024, to conduct an advisory vote on the compensation of Shake Shack's named executive officers, to conduct an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, and to approve the amendment and restatement of the Shake Shack Incentive Award Plan .

Momentarily, I will announce the opening of the polls as we call for a vote on the matters to be presented for your consideration at this meeting. After the votes are tallied and announced, we will adjourn the formal part of our meeting. The board has appointed Peter Descovich of Broadridge to serve as our Inspector of Election. He is present at the meeting today and as required by law, Mr. Descovich has taken and signed an oath as Inspector of Election. A certified list of the stockholders of record entitled to vote at today's meeting for purposes of sending the notice of meeting and proxy statement is available, and I have an affidavit from Broadridge attesting to the delivery of this notice.

Mr. Descovich has advised that the majority of the company's outstanding voting shares held of record as of the close of business on April 17th, 2024, the record date for this meeting, are represented at today's meeting in person or by proxy. I declare that a quorum is present and that we may proceed with the business of the meeting. Please remember, you may vote your shares online anytime during the meeting prior to the closing of the polls. We will now proceed to the voting on the items I described above. It's approximately 9:06 A.M. Eastern Time, and the polls are now open for voting on each of the items of business. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is needed.

If you are a record holder and wish to change your vote, did not send in a proxy and wish to cast your vote now, or have not already cast your vote using our electronic voting system, you may cast your vote by electronic ballot at virtualshareholdermeeting.com/shack2024. At this or any time until the closing of the polls. You will notice a link to the voting site on your screen. Access to virtualshareholdermeeting.com/shack2024 requires the control number to be received prior to the meeting. As mentioned, the first order of business is the election of three directors. The following persons are nominated as directors: Sumaiya Balbale, Chuck Chapman and Jeff Lawrence. The second item is a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 25th, 2024.

The third item is to conduct the advisory vote on the compensation of the company's named executive officers. The fourth item is to conduct the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. Fifth item is a proposal to approve the amendment and restatement of the Shake Shack Inc. Incentive Award Plan. We will be closing the polls momentarily. You must submit your electronic ballot in order for your votes to be counted. The Inspector of Election will not accept votes submitted after the closing of the polls. Please note that any votes by electronic ballot submitted today will be subject to final verification by the Inspector of Election. There being no further ballots, I hereby declare that the polls are now closed at 9:07 A.M. Eastern Time for voting on the items of business.

All electronic ballots and proxies are now in the custody of the Inspector of Election. We have received a preliminary tabulation of votes by our Inspector of Election. All votes are subject to final count certified by the inspector. But based on the preliminary report, each of the persons nominated as a director received a plurality of the votes cast and is hereby elected as a Class III director of the company. The resolution relating to the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 25th, 2024, received the majority of votes entitled to vote at the meeting and present in person or by proxy, and Ernst & Young is hereby approved as our accounting firm.

The proposal to approve on an advisory basis the compensation of the company's named executive officers received the majority of the votes entitled to vote at the meeting and present in person or by proxy, and hereby passed. The selection of a one-year frequency of future advisory votes on the compensation of our named executive officers received the majority of votes entitled to vote at the meeting and present in person or by proxy, and hereby passed, and will be considered the recommendation of our stockholders. The proposal to approve the amendment and restatement of the Shake Shack Inc. Incentive Award Plan received the majority of votes entitled to vote at the meeting and in person or by proxy, and hereby passed. Based on the vote, I declare that the proposals have been approved.

It is now 9:09 A.M. Eastern Time, and I declare the formal business of today's meeting is concluded. The company will report the final votes on a Form 8-K filed with the SEC within four business days of today's meeting. I would now like to open the meeting to any questions.

Katie Fogertey
CFO, Shake Shack

Great. We have one question here. It's a request for us to add onion rings to our side offering.

Rob Lynch
CEO, Shake Shack

So this is Rob answering the question, and I would let everyone know that I am a huge believer in product innovation as part of our growth story, and we will explore every opportunity to meet our customers' needs in every way. And I'm a big fan of onion rings, so thanks for the question.

Ron Palmese
Chief Legal Officer, Shake Shack

Thanks, Rob. If there be no other questions, the meeting has come to a close. I thank you again for your continued support of Shake Shack. Have a great day, everyone.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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