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 2025

Jun 4, 2025

Rob Lynch
CEO, Shake Shack

Thank you, and good morning, everyone. I'm excited to be here, and even more excited about what lies ahead for Shake Shack. It's hard to believe that I just celebrated my first anniversary as the CEO of this great company, and I look forward to working with our amazing team members to realize our aspirational goals. 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. At this time, I would also like to thank Anna Fieler, who, as previously announced, has stepped down from our board of directors prior to this meeting for her years of service on our board.

As you have seen in our annual report to stockholders, fiscal 2024 marked two significant milestones for the company: the company's 20-year anniversary and our 10-year anniversary as a public company. When we went public in 2015, we had just 31 company-operated shacks and had set an ambitious goal to grow over time to 450 shacks. A decade later, we operate 334 company-operated shacks and 258 licensed shacks across various regions, urban and suburban markets, and formats. In fiscal 2024, we opened 43 new company-operated shacks, marking our largest class on record, and opened licensed shacks in three new markets: Canada, Israel, and Malaysia, for a total of 250 licensed shacks at the end of Q1 2025. Our fiscal year 2024 total revenue was $1,253 million, and same-shack sales grew 3.6% from 2023.

We have important work to do this year to help build on our solid foundation and ensure the long-term success of our business. We have outlined our six strategic priorities for 2025. In order, they are to build a culture of leaders, optimize restaurant operations, drive comp sales by increasing guest frequency, build and operate our shacks with best-in-class returns, accelerate our licensed business, and invest in long-term strategic capabilities. Our goals are all in service to our mission at Shake Shack, which is to bring the world's best fine casual experience to as many guests, team members, and communities as possible. As we execute on this mission, we are building upon the exceptional legacy and foundation put in place at the outset of the company, but also making the necessary changes and investments needed to reach what we believe is our full potential.

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

Hey, thank you, Rob. We are pleased to once again be holding our annual general meeting virtually, which we believe provides our stockholders with the best opportunity to attend our annual meeting. I'm joined by Rob Lynch, our Chief Executive Officer and a member of our 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 the screen where you can submit your questions at any time throughout the meeting.

If we are 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 releases, which are available on our website. We have three items of business to conduct at today's meeting.

They are to re-elect three of our directors as Class 1 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 24, 2025, and to conduct an advisory vote on the compensation of Shake Shack's named executive officers. 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 of directors has appointed Peter Descovich of Broadridge to serve as our inspector of election. He is present at the meeting today. As required by law, Mr. Descovich has taken and signed an oath as an 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 the notice. Mr. Descovich has advised me that a majority of the company's outstanding voting shares held of record as of the close of business on April 14, 2025, 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 that you may vote your shares online anytime during this meeting prior to the closing of the polls. We will now proceed to the voting on the items I described.

It is approximately 9:07 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, do 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/shack2025 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/shack2025 requires a control number you received prior to this meeting. As mentioned, the first order of business is the election of three directors.

The following persons are nominated as directors: Daniel Meyer, Jeff Flug, and Lori George. 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 24, 2025. The third item is to conduct an advisory vote on the compensation of the company's named executive officers. 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 9:09 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 the preliminary tabulation of votes by our inspector of election. All votes are subject to the final count certified by the inspector. Based on the preliminary report, each of the persons nominated as a director received the plurality of the votes cast and is hereby elected as a Class 1 director of the company. The resolution relating to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, 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. Based on the vote, I declare that the proposals have been approved. It is now 9:10 A.M. Eastern Time, and I declare the formal business of today's meeting is concluded. The company will report the final voting results on 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. Our first question is, do we intend to make a presence at the 11 U.S. cities hosting next summer's World Cup soccer tournament? Are we considering to offer limited-time merchandise at our locations during the tournament, for example, custard cups and shake glasses featuring the 48 glasses participating?

Rob Lynch
CEO, Shake Shack

I'll take that question. Yeah, we're very excited that the 11 host cities all have Shake Shacks. We'll absolutely be making a big deal in those cities. That being said, we won't be able to do any type of limited-time merchandise with the marks unless we're an official sponsor, which we have not yet determined. We will be activating to the fullest extent in those markets. Okay, with that, we want to thank you for your continued support of Shake Shack. We couldn't be more excited about the future of our company.

Ron Palmese
Chief Legal Officer, Shake Shack

The meeting is now closed.

Operator

Ladies and gentlemen, that concludes today's presentation. We do thank you for joining. You may now disconnect.

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