Portillo's Inc.

Current report (Form 8-K) · Jun 12, 2026 · Item 5.07

Company

Portillo's Inc.

Documents

Primary topic

Item 5.07

Filed

Jun 12, 2026

Overview Analysis Documents(7)Full text

Type

8-K

File

ptlo-20260609.htm

Document text
8-K · ptlo-20260609.htm iXBRL 0001871509 2026-06-09 2026-06-09 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 Date of Report (Date of earliest event reported): 6/9/2026 PORTILLO'S INC. (Exact name of registrant as specified in its charter) Delaware 001-40951 87-1104304 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 2001 Spring Road , Suite 400 , Oak Brook , Illinois 60523 (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): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A Common Stock, $0.01 par value per share PTLO Nasdaq Global Select Market 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 9, 2026, Portillo’s Inc. (NASDAQ:PTLO) (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business o n April 10, 2026, the record date for determination of shareholders entitled to vote at the Annual Meeting, there w ere 72,160,015 s hares of Class A common stock outstanding and entitled to vote a nd 3,424,546 shares of Class B common stock outstanding and entitled to vote. At the Annual Meeting, the Company’s shareholders (i) elected seven directors to serve until the Company’s next annual meeting in 2027, 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; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026. The final results are as follows: Director Election Proposal For Withhold Broker Non-Votes Eugene I. Lee, Jr. 41,248,080 1,026,855 19,301,913 Brett Patterson 40,835,122 1,439,813 19,301,913 Ann Bordelon 37,580,835 4,694,100 19,301,913 Paulette R. Dodson 37,489,684 4,785,251 19,301,913 Noah Glass 38,226,689 4,048,246 19,301,913 Gerard J. Hart 39,311,755 2,963,180 19,301,913 Jack Hartung 41,023,662 1,251,273 19,301,913 Say on Pay Proposal For Against Abstain Broker Non-Votes Ratification of the approval, on an advisory basis, of the compensation for our NEOs 38,587,229 3,260,842 426,864 19,301,913 Auditor Ratification Proposal For Against Abstain Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026 59,880,212 1,348,904 347,732 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 12, 2026 By: /s/ Kelly M. Kaiser Kelly M. Kaiser General Counsel and Secretary

Document text

8-K · ptlo-20260609.htm iXBRL

0001871509 2026-06-09 2026-06-09

 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

 Date of Report (Date of earliest event reported): 6/9/2026

 PORTILLO'S INC.
 (Exact name of registrant as specified in its charter)
 Delaware 001-40951 87-1104304
 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)

 2001 Spring Road , Suite 400 , Oak Brook , Illinois 60523

 (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):

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class Trading Symbol Name of each exchange on which registered
 Class A Common Stock, $0.01 par value per share PTLO Nasdaq Global Select Market

 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 9, 2026, Portillo’s Inc. (NASDAQ:PTLO) (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business o n April 10, 2026, the record date for determination of shareholders entitled to vote at the Annual Meeting, there w ere 72,160,015 s hares of Class A common stock outstanding and entitled to vote a nd 3,424,546 shares of Class B common stock outstanding and entitled to vote.

 At the Annual Meeting, the Company’s shareholders (i) elected seven directors to serve until the Company’s next annual meeting in 2027, 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; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026.

 The final results are as follows:

 Director Election Proposal  For Withhold Broker Non-Votes
 Eugene I. Lee, Jr.
 41,248,080 1,026,855 19,301,913
 Brett Patterson 40,835,122 1,439,813 19,301,913
 Ann Bordelon 37,580,835 4,694,100 19,301,913
 Paulette R. Dodson 37,489,684 4,785,251 19,301,913
 Noah Glass 38,226,689 4,048,246 19,301,913
 Gerard J. Hart 39,311,755 2,963,180 19,301,913
 Jack Hartung
 41,023,662 1,251,273 19,301,913

 Say on Pay Proposal For Against Abstain Broker Non-Votes
 Ratification of the approval, on an advisory basis, of the compensation for our NEOs 38,587,229 3,260,842 426,864 19,301,913

 Auditor Ratification Proposal For Against Abstain
 Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026 59,880,212 1,348,904 347,732

 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 12, 2026 By: /s/ Kelly M. Kaiser
     Kelly M. Kaiser
     General Counsel and Secretary

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