UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): 6/10/2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | ||||||||
(630 )-954-3773
(Registrant’s telephone number, including area code)
| N/A | ||
| (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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2025, Portillo’s Inc. (NASDAQ:PTLO) (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on April 11, 2025, the record date for determination of shareholders entitled to vote at the Annual Meeting, there were 63,906,346 shares of Class A common stock outstanding and entitled to vote and 10,732,800 shares of Class B common stock outstanding and entitled to vote.
At the Annual Meeting, the Company’s shareholders (i) elected eight directors to serve until the Company’s next annual meeting in 2026, or until their successors have been duly elected and qualified; (ii) approved, on an advisory basis, the compensation of the Company’s Named Executive Officers; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2025; and (iv) voted upon and rejected a shareholder proposal regarding stockholders’ ability to call special stockholder meetings.
The final results are as follows:
| Director Election Proposal | For | Withhold | Broker Non-Votes | |||||||||||||||||
| Michael Osanloo | 53,583,458 | 754,503 | 12,199,912 | |||||||||||||||||
| Ann Bordelon | 53,663,955 | 674,006 | 12,199,912 | |||||||||||||||||
| Paulette R. Dodson | 53,266,614 | 1,071,347 | 12,199,912 | |||||||||||||||||
| Noah Glass | 53,730,994 | 606,967 | 12,199,912 | |||||||||||||||||
| Gerard J. Hart | 53,645,893 | 692,068 | 12,199,912 | |||||||||||||||||
Jack Hartung | 53,910,305 | 427,656 | 12,199,912 | |||||||||||||||||
| Joshua A. Lutzker | 53,210,076 | 1,127,885 | 12,199,912 | |||||||||||||||||
| Michael A. Miles Jr. | 53,191,892 | 1,146,069 | 12,199,912 | |||||||||||||||||
| Say on Pay Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Ratification of the approval, on an advisory basis, of the compensation for our NEOs | 51,681,890 | 2,492,248 | 163,823 | 12,199,912 | ||||||||||||||||||||||
| Auditor Ratification Proposal | For | Against | Abstain | |||||||||||||||||
Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025 | 64,077,086 | 2,230,502 | 230,285 | |||||||||||||||||
Shareholder Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Stockholders’ ability to call special stockholder meetings | 25,822,072 | 28,335,737 | 180,152 | 12,199,912 | ||||||||||||||||||||||
As previously reported by the Company, on April 28, 2025, the Company announced that it entered into a cooperation agreement with Engaged Capital, LLC. See the Company’s Current Report on form 8-K filed with the Securities and Exchange Commission on April 28, 2025.
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, thereto duly authorized.
| Portillo's Inc. | |||||||||||
| (Registrant) | |||||||||||
Date: June 13, 2025 | By: | /s/ Kelly M. Kaiser | |||||||||
| Kelly M. Kaiser | |||||||||||
| General Counsel and Secretary | |||||||||||