Shake Shack (SHAK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with voting available online, by phone, or mail.

• Key proposals include electing two Class II directors, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• Only shareholders of record as of April 13, 2026, are entitled to vote.

• The company emphasizes strong corporate governance, active shareholder engagement, and a commitment to ESG initiatives.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class II directors for three-year terms, ratifying the appointment of Ernst & Young LLP as auditor, and approving executive compensation on an advisory basis.

• Proposals require a majority vote, except director elections, which are by plurality.

• Shareholders may submit proposals for the 2027 meeting by December 30, 2026.

Board of directors and corporate governance

• The board will be reduced from nine to eight members following a director's resignation.

• Directors are divided into three staggered classes, with annual elections for expiring terms.

• The board includes a Lead Independent Director and maintains separate Chairman and CEO roles.

• All directors attended at least 75% of meetings in 2025.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Director compensation includes cash and equity, with stock ownership guidelines requiring directors to hold shares worth five times their annual cash compensation.