What changed in this filing

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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-29 · 36 added, 44 removed, 221 unchanged (27% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

During year end control procedures, management identified a material weakness in our internal control over financial reporting related to the accounting for deferred tax assets.

Specifically, the internal controls in place with respect to the calculation of state deferred taxes and the related income tax expense (benefit) were not designed appropriately.

The material weakness existed as of December 27, 2023 and prior periods.

Management identified and reported this weakness to both our audit committee and Ernst & Young LLP, our independent registered public accounting firm, immediately upon identification.

The nature of the material weakness is described as part of Management's Report on our Internal Control over Financial Reporting.

See Item 8, Financial Statements and Supplementary Data.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under potential future conditions, regardless of how remote.

As a result of this discovery, our Chief Executive Officer and Chief Financial Officer have now concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 27, 2023, as a result of the material weakness identified in Management's Report on our Internal Control over Financial Reporting related to accounting for deferred tax assets as discussed below.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

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.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

1 unchanged sentence

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

For changes in internal control over financial reporting, see Item 8, Financial Statements and Supplementary Data.

Shake Shack Inc.

Form 10-K | 137

There were no changes to our internal control over financial reporting that occurred during the quarter ended December 25, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Rule 10b5-1 Trading Plans

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, terminated, or modified a “Rule 10b5-1 trading arrangement” in the fiscal year ended December 27, 2023 as follows:

Name Position

1 unchanged sentence

Expiration Date Aggregate Numbers of Class A Common Stock to be Purchased/Sold

Jeff Flug Director Adoption 5/18/2023 8/16/2024 5,960 shares to be sold

Daniel Meyer Chairman of the Board of Directors Adoption 11/15/2024 8/29/2025 100,000 shares to be sold

Other than as disclosed above, no other 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.

Other than as disclosed above, during the fiscal quarter, no other 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.

Shake Shack Inc.

Form 10-K | 121

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Shake Shack Inc.

Form 10-K | 122

Directors, Executive Officers and Corporate Governance.

The information required by this item with respect to our directors is incorporated by reference to the sections entitled “Nominees for Election as Class III Directors” and "Continuing Directors" in our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Shareholders (the “Proxy Statement”).

The information required by this item with respect to our directors is incorporated by reference to the sections entitled “Nominees for Election as Class I Directors” and "Continuing Directors" in our Proxy Statement to be filed in connection with our 2025 Annual Meeting of Shareholders (the “Proxy Statement”).

The information required by this item with respect to our Code of Business Conduct and Audit Committee (including our “audit committee financial expert”) is incorporated by reference to the sections entitled “Code of Ethics” and “Audit Committee Report” in our Proxy Statement.

The information required by this item with respect to our Insider Trading Policy is incorporated by reference to the section entitled "Insider Trading Policy" in our Proxy Statement.

The information required by this item with respect to our executive officers is set forth under the section entitled “Information About Our Executive Officers” in Part I, Item 1 of this Annual Report on Form 10-K.

1 unchanged sentence

Executive Compensation.

The information required by this item with respect to director and executive officer compensation is incorporated by reference to the section entitled “Compensation Discussion and Analysis” in our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

100 unchanged sentences

10-Q 10.1 5/6/2019

Shake Shack Inc.

Amended and Restated 2025 Incentive Award Plan

8-K 10.10 6/13/2024

† Form of Employee Option Agreement under the Shake Shack Inc.

20 unchanged sentences

S-1 10.12 12/29/2014

† Amended and Restated Employment Agreement, effective January 5, 2017, by and among Zach Koff, Shake Shack Inc.

and SSE Holdings, LLC

8-K 10.1 1/5/2017

Separation Agreement by and between Zachary Koff and Shake Shack Enterprises, LLC., executed August 2, 2023

8-K 10.1 8/3/2023

† Amended and Restated Employment Agreement, effective October 25, 2018, by and among Shake Shack Inc., SSE Holdings, LLC and Randy Garutti

5 unchanged sentences

8-K 10.1 6/9/2021

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

10.1 3/21/2024

Amendment No.

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

10-Q 10.20 8/2/2024

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

8-K 10.10 6/21/2024

Amendment No.

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

10-Q 10.40 8/2/2024

† Non-Employee Director Compensation Policy

4 unchanged sentences

10-K 10.19.2 2/26/2018

T hird Amended & Restated Non-Employee Director Compensation Poli cy, dated April 28, 2022

F ourth Amended & Restated Non-Employee Director Compensation Policy, dated Octo ber 10, 2024

Credit Agreement, dated as of August 2, 2019, by and among SSE Holdings, LLC, the Guarantors party thereto, the Lenders referred to therein and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender

2 unchanged sentences

10-Q 10.3 5/4/2020

Shake Shack Inc.

Form 10-K | 127

Incorporated by Reference Filed

Exhibit Description Form Exhibit Filing Date

Second Amendment to Credit Agreement, dated as of March 1, 2021, by and among SSE Holdings, LLC, the Guarantors party thereto, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent

6 unchanged sentences

10-Q 10.2 11/4/2019

Shake Shack Inc.

Form 10-K | 143

Incorporated by Reference Filed

Exhibit Description Form Exhibit Filing Date

Distribution Agreement, dated April 17, 2020, by and between Shake Shack Inc., J.P.

5 unchanged sentences

8-K 1.1 4/21/2020

Cooperation Agreement, dated May 15, 2023, by and among Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest XV, LP, Engaged Capital Co-Invest XV-A, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital, LLC, Engaged Capital Holdings, LLC, Glenn W.

Welling and Shake Shack Inc.

8-K 10.1 5/16/2023

Letter Agreement by and between Jeffrey D.

Lawrence and Shake Shack Inc., dated May 15, 2023

8-K 10.4 5/16/2023

Letter Agreement by and between Charles J.

Chapman III and Shake Shack Inc., executed July 1, 2023

8-K 10.1 7/10/2023

I nsider Trading Compliance Policy

Subsidiaries of Shake Shack Inc.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

D odd-Frank Clawback Policy

Dodd-Frank Clawback Policy

101.INS XBRL Instance Document *

17 unchanged sentences

Signature Title Date

/s/ Randy Garutti Chief Executive Officer and Director February 29, 2024

Randy Garutti (Principal Executive Officer)

/s/ Robert Lynch

Chief Executive Officer and Director February 21, 2025

(Principal Executive Officer)

/s/ Katherine I.

13 unchanged sentences

Director February 21, 2025

/s/ Jenna Lyons Director February 29, 2024

/s/ Joshua Silverman Director February 21, 2025

Joshua Silverman

/s/ Jonathan D.

Sokoloff Director February 29, 2024

/s/ Robert Vivian Director February 29, 2024

Robert Vivian

/s/ Tristan Walker Director February 21, 2025

3 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures