Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 12, 2024, after more than nine years of service, Jonathan Sokoloff informed the Board of Directors (the "Board") of Shake Shack Inc. (the "Company") of his intention to step down from the Board of the Company and as a Class II director, effective immediately prior to the 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"). Mr Sokoloff also will step down as a member of the Board's Compensation Committee at the same time.

As previously announced in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2024, Jenna Lyons and Robert Vivian informed the Board of the Company of each of their intentions to step down from the Board immediately prior to the 2024 Annual Meeting and to not stand for re-election as Class III directors at the 2024 Annual Meeting. As such, the Board determined to reduce the size of the Board from thirteen (13) to eleven (11) directors, effective immediately prior to the 2024 Annual Meeting.

With Mr. Sokoloff's resignation from the Board, the Board has determined to reduce the size of the Board from eleven (11) to ten (10) directors, effective immediately prior to the 2024 Annual Meeting.

Following the departures of Ms. Lyons and Messrs. Sokoloff and Vivian from the Board, the Board will consist of four Class I directors, three Class II Directors, and three Class III directors.

Mr. Sokoloff's decision to step down from the Board is not the result of any dispute or disagreement with the Company or its Board.