Responsibilities of the Presiding Director
The Board has created the position of presiding director (“Presiding Director”) to serve as the lead non-management director of the Board. Each independent director serving on the Board shall take turn serving as the Presiding Director on a rotating basis. The Presiding Director position will be rotated among the independent directors, in alphabetical order of last name, effective the first day of each calendar quarter.
The Presiding Director has the power and authority to do the following:
(1) to preside at all meetings of non-management directors when they meet in executive session without management participation;
(2) to set agendas, priorities and procedures for meetings of non-management directors meeting in executive session without management participation;
(3) to generally assist the Chairman of the Board;
(4) to add agenda items to the established agenda for meetings of the Board;
(5) to request access to the Company’s management, employees and its independent advisers for purposes of discharging his or her duties and responsibilities as a director; and
(6) to retain independent outside financial, legal or other advisors at any time, at the expense of the Company, on behalf of the Board or any committee or subcommittee of the Board.
Communications by Stockholders and Other Interested Parties with the Board
Stockholders and other interested parties may contact an individual director, the Presiding Director, the Board as a group, or a specified Board committee or group, including the non-management directors as a group, by sending regular mail to the following address:
Board of Directors
Shake Shack Inc.
24 Union Square East, 5th Floor
New York, NY 10003
Attention: General Counsel
Each communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. The company initially will receive and process communications before forwarding them to the addressee. The company also may refer communications to other departments at the company. The company generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding the company.