SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
(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.)|
2001 Spring Road, Suite 400, Oak Brook, Illinois 60523
|(Address of principal executive offices)|
(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. ☐
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|
|Paulette R. Dodson||55,335,108||233,000||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.
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.|
|Date: June 27, 2022||By:||/s/ Susan B. Shelton|
| || ||Susan B. Shelton|
| || ||General Counsel and Secretary|