EX-7.6 3 s13813128c.htm POWER OF ATTORNEY

EXHIBIT 7.6
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby constitutes and appoints George S. Loening, signing singly, as the undersigned’s true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director, or beneficial owner of the shares of Class A common stock, par value $0.001 per share, of Shake Shack Inc., a Delaware corporation (the “Issuer”), Class B common stock, par value $0.001 per share, of the Issuer, and common membership interests of SSE Holdings, LLC, a Delaware limited liability company and subsidiary of the Issuer, the Statement on Schedule 13D (or Schedule 13G, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder.
(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13D (or Schedule 13G, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority.
(3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file a Statement on Schedule 13D or Schedule 13G with respect to each of the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[Signatures on following pages]
 
 
 
 

 

 
SELECT EQUITY GROUP, L.P.
 
     
 
By:  Select Equity GP, LLC, its general partner
 
     
     
 
By: /s/ George S. Loening              
Date: February 17, 2015
     
     
 
SEG PARTNERS L.P.
 
     
 
By:  SEG Partners Holdings, LLC, its general partner
 
     
     
 
By: /s/ George S. Loening              
Date: February 17, 2015
     
     
 
SEG PARTNERS Holdings, LLC.
 
     
     
 
By: /s/ George S. Loening              
Date: February 17, 2015
     
     
 
SEG PARTNERS II, L.P.
 
     
 
By:  SEG Partners II Holdings, LLC, its general partner
 
     
     
 
By: /s/ George S. Loening               
Date: February 17, 2015
     
     
 
SEG PARTNERS II Holdings, LLC
 
     
     
 
By: /s/ George S. Loening             
Date: February 17, 2015
     
     
     
 
SEG PARTNERS OFFSHORE MASTER FUND, LTD.
 
 
     
     
 
By: /s/ George S. Loening              
Date: February 17, 2015
     
     
     
 
EVAN C. GUILLEMIN
 
     
 
By: /s/ Evan C. Guillemin               
Date: February 17, 2015