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): June 27, 2023
(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)
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 27, 2023, Portillo’s Inc. (NASDAQ:PTLO) (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on May 1, 2023, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 55,001,124 shares of Class A common stock outstanding and entitled to vote and 14,472,926 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 2024, or until their successors have been duly elected and qualified; and (ii) ratified the selection of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2023.
The final results are as follows:
| Director Election Proposal | For | Withhold | Broker Non-Votes | |||||||||||||||||
| Michael Osanloo | 53,586,238 | 385,468 | 9,421,832 | |||||||||||||||||
| Ann Bordelon | 53,579,169 | 392,537 | 9,421,832 | |||||||||||||||||
| Paulette R. Dodson | 53,524,967 | 446,739 | 9,421,832 | |||||||||||||||||
| Noah Glass | 53,583,597 | 388,109 | 9,421,832 | |||||||||||||||||
| Gerard J.Hart | 53,574,983 | 396,723 | 9,421,832 | |||||||||||||||||
| Richard K.Lubin | 53,262,150 | 709,556 | 9,421,832 | |||||||||||||||||
| Joshua A.Lutzker | 49,433,013 | 4,538,693 | 9,421,832 | |||||||||||||||||
| Michael A. Miles Jr. | 53,093,129 | 878,577 | 9,421,832 | |||||||||||||||||
| Auditor Ratification Proposal | For | Against | Abstain | |||||||||||||||||
| Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2023 | 62,772,735 | 512,407 | 108,396 | |||||||||||||||||
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) | |||||||
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 29, 2023 | By: | /s/ Susan B. Shelton | |||||||||
| Susan B. Shelton | |||||||||||
| General Counsel and Secretary | |||||||||||