Other Information.
−Removed: Pursuant to Item 408(a) of Regulation S-K, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” during the thirteen weeks ended March 27, 2024 as follows:
−Removed: Name Position
−Removed: Action Adoption Date
−Removed: Expiration Date Aggregate Numbers of Class A Common Stock to be Purchased/Sold
−Removed: Daniel Meyer Chairman of the Board of Directors Adoption 3/4/2024 11/29/2024 100,000 shares to be sold
−Removed: Randall Garutti Chief Executive Officer Adoption 3/4/2024 8/9/2024 293,523 shares to be sold
−Removed: Katherine Fogertey Chief Financial Officer Adoption 3/13/2024 12/12/2024 9,000 shares to be sold
−Removed: Other than as disclosed above, no other officer or director adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: (a) On August 2, 2024 the Company entered into amendments to the Employment Agreements for each of Robert Lynch and Stephanie Sentell, dated March 18, 2024 and June 20, 2024, respectively, copies of which are attached to this Quarterly Report on Form 10-Q as Exhibits 10.2 and 10.4.
+Added: The amendments correct the maximum bonus opportunity payable to each of Mr.
+Added: Lynch and Ms.
+Added: Sentell, from two times their annual base salary to two times their target bonus opportunity, to reflect the previously agreed terms between the Company and the parties.
+Added: (b) Rule 10b5-1 Trading Plans
+Added: No officer or director adopted , terminated , or modified a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
44 | Shake Shack Inc.
−Removed: Form 10-Q | 41
Incorporated by Reference Filed
6 unchanged sentences
S-1/A 4.1 1/28/2015
−Removed: Transition and Advisory Agreement, dated January 26, 2024, by and among Randall Garutti, Shake Shack Inc.
−Removed: and SSE Holdings, LLC
−Removed: 10.1 1/26/2024
Employment Agreement, dated March 18, 2024, effective May 20, 2024, by and among Robert Lynch, Shake Shack Inc., SSE Holdings, LLC, and Shake Shack Enterprises, LLC
−Removed: 10.1 3/21/2024
+Added: 8-K 10.1 3/21/2024
+Added: Amendment No.
+Added: 1, made August 2, 2024, to the Employment Agreement, dated March 18, 2024, effective May 20, 2024, by and among Robert Lynch, Shake Shack Inc., SSE Holdings, LLC, and Shake Shack Enterprises, LLC
+Added: Employment Agreement, dated June 20, 2024, effective July 1, 2024, by and among Stephanie Sentell, Shake Shack Inc., SSE Holdings, LLC, and Shake Shack Enterprises, LLC
+Added: 8-K 10.1 6/21/2024
+Added: Amendment No.
+Added: 1, made August 2, 2024, to the Employment Agreement, dated June 20, 2024, effective July 1, 2024, by and among Stephanie Sentell, Shake Shack Inc., SSE Holdings, LLC, and Shake Shack Enterprises, LLC
+Added: Shake Shack Inc.
+Added: Amended and Restated 2025 Incentive Award Plan
+Added: 8-K 10.1 6/13/2024
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
11 unchanged sentences
Shake Shack Inc.
+Added: Form 10-Q | 45
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Shake Shack Inc.
−Removed: May 3, 2024 By:
−Removed: /s/ Randy Garutti
−Removed: Randy Garutti
+Added: August 2, 2024 By:
+Added: /s/ Robert Lynch
Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)
−Removed: May 3, 2024 By:
+Added: August 2, 2024 By:
/s/ Katherine I.
2 unchanged sentences
46 | Shake Shack Inc.
−Removed: Form 10-Q | 43
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.