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): June 3, 2024
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 3, 2024, Portillo’s Inc. (NASDAQ:PTLO) (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on April 4, 2024, the record date for determination of shareholders entitled to vote at the Annual Meeting, there were 61,561,592 shares of Class A common stock outstanding and entitled to vote and 11,640,555 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 2025, 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) voted “One Year”, on an advisory basis, for the frequency of the advisory vote on executive compensation; and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2024.
The final results are as follows:
| Director Election Proposal | For | Withhold | Broker Non-Votes | |||||||||||||||||
| Michael Osanloo | 51,290,496 | 775,330 | 10,770,238 | |||||||||||||||||
| Ann Bordelon | 51,243,382 | 822,444 | 10,770,238 | |||||||||||||||||
| Paulette R. Dodson | 50,326,896 | 1,738,930 | 10,770,238 | |||||||||||||||||
| Noah Glass | 51,300,668 | 765,158 | 10,770,238 | |||||||||||||||||
| Gerard J. Hart | 51,270,787 | 795,039 | 10,770,238 | |||||||||||||||||
| Joshua A. Lutzker | 46,626,106 | 5,147,620 | 11,062,338 | |||||||||||||||||
| Michael A. Miles Jr. | 49,976,047 | 1,797,679 | 11,062,338 | |||||||||||||||||
| Say on Pay Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Ratification of the approval, on an advisory basis, of the compensation for our NEOs | 49,673,399 | 2,267,324 | 125,103 | 10,770,238 | ||||||||||||||||||||||
| Say on Frequency of Pay Proposal | One Year | Two Year | Three Year | Abstain | Broker Non-Votes | |||||||||||||||||||||||||||
| Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation | 51,050,470 | 204,461 | 685,246 | 125,650 | 10,770,238 | |||||||||||||||||||||||||||
Based on the results of the vote, and consistent with the recommendation of the Company’s board of directors, the Company has determined to hold an advisory Say on Pay vote annually until the next advisory vote on the frequency of future advisory votes to approve executive compensation.
| Auditor Ratification Proposal | For | Against | Abstain | |||||||||||||||||
| Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2024 | 61,759,609 | 954,532 | 121,923 | |||||||||||||||||
Additionally, the Company will make available responses to questions that were received but not answered in connection with the Annual Meeting on its investor relations website.
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 5, 2024 | By: | /s/ Kelly M. Kaiser | |||||||||
| Kelly M. Kaiser | |||||||||||
| General Counsel and Secretary | |||||||||||