Shake Shack Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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SHAKE SHACK INC.​

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(Exact name of registrant as specified in its charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Shake Shack Inc., which will be held virtually on June 4, 2025, at 9:00 a.m. Eastern time. The Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/SHAK2025, where you will be able to listen to the meeting live, submit questions, and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend and therefore have chosen this over an in-person meeting.

Instructions regarding how to attend the meeting online and details concerning the matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the enclosed proxy card in the postage-prepaid envelope so that your shares are represented. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you join the meeting. Returning the proxy card does not deprive you of your right to attend the meeting online and to vote your shares during the Annual Meeting.

We look forward to your attendance at the meeting.

Sincerely

/s/ Robert Lynch

Robert Lynch

Chief Executive Officer

225 VARICK STREET,

SUITE 301 NEW YORK,

NEW YORK 10014

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Shake Shack Inc. will be held virtually on June 4, 2025, at 9:00 a.m. Eastern time. The Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/SHAK2025, where you will be able to listen to the meeting live, submit questions, and vote online for the following purposes:

To elect the three directors named in the Proxy Statement as Class I director candidates of Shake Shack Inc., each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

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To conduct an advisory vote on the compensation of our Named Executive Officers.

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To transact such other business as may properly come before the meeting or any adjournment or postponement hereof.

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The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Beginning on or about April 24, 2025, we will send to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials over the Internet, how to vote your shares and how to attend the Annual Meeting virtually. If you did not receive such Notice electronically, you may elect to receive future notices, proxy materials and annual reports electronically through the Internet by following the instructions in this Proxy Statement. Only stockholders of record at the close of business on April 14, 2025 are entitled to notice of, and to vote at, the meeting or any adjournment or postponement thereof.

By Order of the Board of Directors

/s/ Ron Palmese

Ron Palmese

Chief Legal Officer

New York, New York

April 24, 2025

Whether or not you expect to attend the meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return a proxy card so that your shares may be represented at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2025: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE ATWWW.PROXYVOTE.COM ANDINVESTOR.SHAKESHACK.COM.