Appoints Jeffrey D. Lawrence to Its Board of
Directors
Agrees to Add One Additional Mutually Agreed
Director With Restaurant Operations Experience
Company to Engage Operational Consulting Firm
and Enhance Corporate Governance
Shake Shack Inc. (“Shake Shack” or the “Company”) (NYSE: SHAK)
today announced that it has entered a cooperation agreement (the
“Cooperation Agreement”) with Engaged Capital, LLC (“Engaged
Capital”). As part of the Cooperation Agreement, Shake Shack
appointed Jeffrey D. Lawrence to its Board as an independent
director, effective immediately. The Company will also work with
Engaged Capital to identify an additional mutually agreed upon
independent director to appoint to the Shake Shack Board with
restaurant operations experience. The Company also agreed to take
other actions that both the Company and Engaged Capital believe are
in the best interests of the Company and its stockholders.
Randy Garutti, Shake Shack’s CEO, commented, “We appreciate our
constructive dialogue with Engaged Capital and believe the
appointment of Jeff and another new director will benefit our
Company and stockholders. We are executing our strategic plan and
share Engaged Capital’s view that Shake Shack can drive additional
profit growth. We look forward to continuing to increase
stockholder value.”
Lawrence, former CFO of Domino’s Pizza Inc., brings strong
financial management, business operations, and transformation
expertise from leading restaurant and consumer-facing companies.
While at Domino’s, he guided the company’s digital transformation
and international expansion. Lawrence currently serves as CFO of
technology company ShiftKey.
“Jeff is a seasoned leader in the restaurant industry, and we
are excited to welcome him to the Board,” said Danny Meyer,
Chairman of the Board. “It became clear that Jeff is an ideal
addition to our Board after an extensive search that began in
January 2023 led by the Nominating & Corporate Governance
Committee of the Board. Given his expertise in scaled operations,
digital and international expansion, as well as his strong
financial leadership experience, we believe he will be able to make
immediate and impactful contributions to Shake Shack. I am also
pleased that we reached an agreement with Engaged Capital, one of
our largest stockholders, that I believe will further our mutual
goal of enhancing stockholder value.”
Pursuant to the Cooperation Agreement, Shake Shack has agreed to
retain a consulting firm to support its ongoing operational
initiatives to improve restaurant execution, cost structure and
profitability, and Danny Meyer and certain of his affiliates have
agreed to step down their director designation rights over
time.
“We are pleased to have aligned with the Board on a constructive
path forward to helping Shake Shack achieve its potential. Due to
its strong brand, elevated product and uplifting guest experience,
Shake Shack has a unique opportunity for substantial profitable
growth. Jeff and an additional director with expertise successfully
scaling profitable restaurant concepts will be tremendous additions
to the Board as the company continues to improve the guest
experience, Shack and company profitability and returns on
capital,” commented Glenn W. Welling, Founder and Chief Investment
Officer at Engaged Capital.
"I am honored to join the Board of such an outstanding global
brand, a brand whose mission to Stand for Something Good resonates
strongly with me. I have long admired Shake Shack and could not be
more excited to partner with Danny, Randy and the rest of the team
to continue to build real and sustainable value for all of our
important stakeholders,” said Jeff Lawrence.
Engaged Capital has agreed to abide by certain customary
standstill and voting commitments in connection with the
Cooperation Agreement and will support the Board’s full slate of
directors at the 2023 Annual Meeting of Stockholders. The agreement
will be filed by the Company with the U.S. Securities and Exchange
Commission (“SEC”) as an exhibit to the Current Report on Form
8-K.
Jeffrey Lawrence Bio
Jeffrey (Jeff) D. Lawrence has more than 25 years of leadership
experience with particular expertise in the consumer retail and
restaurant industries globally as well as in digital and
technological transformations, franchising and financial strategy.
Mr. Lawrence is currently the Chief Financial Officer of ShiftKey,
a technology-enabled marketplace connecting licensed professionals
to the future of work. Mr. Lawrence previously served as Chief
Financial Officer of FIGS, Inc., where he led its successful
initial public offering and partnered to grow significant
shareholder value during his tenure. Mr. Lawrence previously spent
more than 20 years at Domino’s Pizza, Inc., the leader in the
global pizza industry, including five years as Executive Vice
President & Chief Financial Officer. Mr. Lawrence was
instrumental in Domino’s successful initial public offering, then
the largest restaurant IPO ever, as well as the ground-breaking
turnaround of the brand including the technological transformation,
global expansion and dramatic increase in store level
profitability, all of which led to best-in-class shareholder
returns for more than a decade. Mr. Lawrence previously served on
the Board of Directors of Domino’s master franchisee in China. Mr.
Lawrence began his career in public accounting and is a certified
public accountant (registered status) in the State of Michigan. Mr.
Lawrence holds an MBA with High Distinction from the Ross School of
Business at the University of Michigan as well as a BBA (summa cum
laude) from Wayne State University.
About Shake Shack
Shake Shack serves elevated versions of American classics using
only the best ingredients. It’s known for its delicious
made-to-order Angus beef burgers, crispy chicken, hand-spun
milkshakes, house-made lemonades, beer, wine, and more. With its
high-quality food at a great value, warm hospitality, and a
commitment to crafting uplifting experiences, Shake Shack quickly
became a cult-brand with widespread appeal. Shake Shack’s purpose
is to Stand For Something Good®, from its premium ingredients and
employee development, to its inspiring designs and deep community
investment. Since the original Shack opened in 2004 in NYC’s
Madison Square Park, the Company has expanded to over 450 locations
systemwide, including over 290 in 32 U.S. States and the District
of Columbia, and over 150 international locations across London,
Hong Kong, Shanghai, Singapore, Mexico City, Istanbul, Dubai,
Tokyo, Seoul and more.
About Engaged Capital
Engaged Capital, LLC (“Engaged Capital”) is an investment
advisor with a private equity-like investing style in the U.S.
public equity markets. Engaged Capital seeks to help build
sustainable businesses that create long-term stockholder value by
engaging with and bringing an owner’s perspective to the
managements and boards of undervalued public companies and working
with them to unlock the embedded value within their businesses.
Engaged Capital focuses on delivering superior, long-term,
risk-adjusted returns for its limited partners. Engaged Capital was
established in 2012 and is based in Newport Beach, California.
Learn more at www.engagedcapital.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230515005926/en/
Media: Meg Davis, Shake Shack mcastranova@shakeshack.com
or Lex Suvanto or Nora Flaherty, Edelman Smithfield
shakeshack@edelmansmithfield.com
Investor Relations: Melissa Calandruccio, ICR Michelle
Michalski, ICR (844) SHACK-04 (844-742-2504)
investor@shakeshack.com
Source: Shake Shack Inc.
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