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Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
−Removed: Based upon the evaluation of our disclosure controls and procedures as of March 27, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the existence of the material weakness in our internal control over financial reporting identified in fiscal 2023, as described below.
+Added: Based upon the evaluation of our disclosure controls and procedures as of June 26, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the existence of the material weakness in our internal control over financial reporting identified in fiscal 2023, as described below.
42 | Shake Shack Inc.
−Removed: Form 10-Q | 39
PREVIOUSLY REPORTED MATERIAL WEAKNESS
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We are designing and implementing measures to remediate the material weakness noted above and to enhance our internal control over financial reporting.
−Removed: As of the filing of this Quarterly Report on Form 10-Q, we have established a Steering Committee with representatives from key departments within our Finance organization as well as representatives from IT and Securities Counsel and began remediation activities.
+Added: As previously disclosed, we have established a Steering Committee with representatives from key departments within our Finance organization as well as representatives from IT and Securities Counsel and we have continued our remediation activities.
We have hired a Head of Tax with over 20 years of tax leadership experience including working with Up-C structures, enhancing controls, processes, and tax technology.
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In addition, we are in the process of developing enhanced management review control procedures over the calculation of state deferred taxes and the related income tax expense (benefit).
+Added: The new Head of Tax has completed an assessment of the tax function and has developed a strategy to work with third-party tax consultants to enhance our tax technology and transformation which we believe will strengthen our controls.
The actions that we are taking are subject to ongoing senior management review, as well as oversight of the audit committee of our board of directors.
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
−Removed: Except as described above, there were no changes to our internal control over financial reporting that occurred during the quarter ended March 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except as described above, there were no changes to our internal control over financial reporting that occurred during the quarter ended June 26, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Shake Shack Inc.
+Added: Form 10-Q | 43
PART II – OTHER INFORMATION
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.