Current Report Filing (8-k)
October 04 2019 - 5:01PM
Edgar (US Regulatory)
0001620533
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12/26
0001620533
2019-09-30
2019-10-01
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xbrli:shares
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xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
October
1, 2019
Date
of Report (Date of earliest event reported)
SHAKE
SHACK INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
001-36823
|
47-1941186
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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225
Varick Street, Suite 301
New
York, New York
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10014
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(Address
of principal executive offices)
|
(Zip
Code)
|
(646)
747-7200
(Registrant's
telephone number, including area code)
Not applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act
Title of Each class
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Trading symbol(s)
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Name of Exchange on which registered
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Class A Common Stock, par value $0.001
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SHAK
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New
York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 2, 2019, Shake Shack Inc. (“Shake
Shack” or the “Company”) announced the promotion of Tara Comonte to the expanded role of President and Chief
Financial Officer, effective as of October 1, 2019.
Ms. Comonte, 45, has served as Shake Shack’s
Chief Financial Officer since June 12, 2017. Prior to becoming Chief Financial Officer, Ms. Comonte served as Chief Financial &
Business Affairs Officer and Executive Vice President at Getty Images, a global digital media company, since October 2016 where
she was responsible for the company’s global finance, enterprise reporting & analytics and investor relations functions,
together with real estate and facilities, as well as oversight of information systems & technology. Prior to that, Ms. Comonte
served as the Chief Financial Officer and Senior Vice President of Getty Images since April 2013, where she managed the overall
leadership and strategic direction of all aspects of the company’s global finance function. Prior to that, Ms. Comonte served
as the Chief Financial Officer at McCann Worldgroup, the world’s largest marketing communications business, since October
2010.
In her new expanded role, Ms. Comonte will
continue to participate in the Company’s executive compensation program. For more information regarding the Company’s
executive compensation program, see the Company’s Definitive Proxy Statement for its 2019 Annual Meeting of Stockholders
filed with the Securities and Exchange Commission on April 25, 2019.
A copy of the press release announcing
Ms. Comonte’s promotion is attached hereto as Exhibit 99.1.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
On October 1, 2019, the Board of Directors
of Shake Shack amended and restated the Company’s Amended and Restated Bylaws in order to describe the role of “President”
of the Company and to make certain other conforming changes (as so amended, the “Second Amended and Restated Bylaws”).
The foregoing description is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws,
a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
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 hereunto duly authorized.
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Shake Shack Inc.
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(Registrant)
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By:
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/s/ Ronald Palmese Jr.
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Ronald Palmese Jr.
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Date: October 4, 2019
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General Counsel
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