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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 22, 2022

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)

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. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 22, 2022, Portillo’s Inc. (NASDAQ:PTLO) (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on April 25, 2022, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 35,847,171 shares of Class A common stock outstanding and entitled to vote and 35,673,321 shares of Class B common stock outstanding and entitled to vote.

At the Annual Meeting, the stockholders (i) elected eight directors to serve until the Company’s next annual meeting in 2023, or until their successors have been duly elected and qualified; (ii) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2022; and (iii) approved the Portillo’s Employee Stock Purchase Plan.

The final results are as follows:

Director Election Proposal						For						Abstain						Broker Non-Votes
Michael Osanloo						52,480,947						3,087,161						7,760,020
Ann Bordelon						55,218,035						350,073						7,760,020
Paulette R. Dodson						55,335,108						233,000						7,760,020
Noah Glass						55,196,986						371,122						7,760,020
Gerard J.Hart						55,223,706						344,402						7,760,020
Richard K.Lubin						52,256,582						3,311,526						7,760,020
Joshua A.Lutzker						52,264,806						3,303,302						7,760,020
Michael A. Miles Jr.						52,264,126						3,303,982						7,760,020

Auditor Ratification Proposal

For

Against

Abstain

Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2022

63,071,972

185,416

70,740

Employee Stock Purchase Plan Proposal						For						Against						Abstain						Broker Non-Votes
Approval of the Portillo’s Employee Stock Purchase Plan						55,406,439						115,624						46,045						7,760,020

Additionally, the Company will make available responses to questions that were received in connection with the Annual Meeting on its investor relations website.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 27, 2022						By:			/s/ Susan B. Shelton
									Susan B. Shelton
									General Counsel and Secretary