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): 6/16/2025
(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)
| 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):
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2025, the Board of Directors (the “Board”) of Portillo’s Inc. (the “Company”) elected Eugene Lee, Jr. to serve on the Board, effective immediately. Mr. Lee also has been appointed to the Compensation Committee of the Board.
The Board determined that Mr. Lee is an independent director within the meaning of the Nasdaq listing standards. There are no arrangements or understandings between Mr. Lee and any other persons pursuant to which he was elected as a director. There are no transactions and no proposed transactions between Mr. Lee and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company will enter into its standard form of indemnification agreement with Mr. Lee, a copy of which is filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2024. Mr. Lee will also participate in the compensation arrangements established by the Company for non-employee directors.
Item 7.01. Regulation FD Disclosure.
On June 16, 2025, the Company issued a press release announcing the appointment of Mr. Lee to the Board, which release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
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 16, 2025 | By: | /s/ Michelle Hook | |||||||||
| Michelle Hook | |||||||||||
| Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |||||||||||
Portillo’s Adds Veteran Restaurant Leader Gene Lee to Board of Directors
Former CEO Brings a Wealth of Industry Operations Expertise
CHICAGO, June 16, 2025 – Portillo’s (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today announced the appointment of Eugene I. Lee, Jr., a respected veteran of the restaurant industry and award-winning foodservice leader, to Portillo’s Board of Directors, effective immediately.
"Gene has dedicated his career to the restaurant industry,” said Mike Miles, Chairman of the Board of Portillo’s. “His rise from bussing tables to running the world's premier casual-dining company gives him an understanding of all facets of the business, from how to run a great shift to how to best position brands for growth in new markets. He has a passion for the people who work on the front lines and for delivering value to customers and shareholders. We are excited to have his experience and wisdom on the Portillo’s board."
Mr. Lee brings extensive leadership experience across the restaurant industry, from emerging, high-growth concepts to established, high-volume chains. He served as CEO at Darden Restaurants from 2015 to 2022 and as Chairman of the Darden Board from 2021 to 2023. Under his leadership, Darden’s revenues grew by more than $2 billion and its market capitalization nearly tripled to $20 billion. He led the company through periods of significant change, including the challenges of the Covid-19 pandemic, with a steadfast focus on team members and guests. Mr. Lee originally joined Darden in 2007 through the acquisition of RARE Hospitality International, and went on to hold several senior roles, including President and Chief Operating Officer, and President of Darden’s Specialty Restaurant Group. Prior to Darden, Mr. Lee held various leadership positions at RARE, including President and COO.
“I’m honored to join an iconic brand like Portillo’s—one that truly understands the heart of what makes restaurants great: craveable food, strong operations, and an unmatched guest experience," said Mr. Lee. "Portillo’s has tremendous potential for continued growth, and I’m excited to work with the leadership team and Board to help drive that growth and create lasting value for guests, team members, and shareholders alike."
In 2018, the International Foodservice Manufacturers Association awarded the prestigious Gold Plate Award for industry excellence to Mr. Lee. He previously received the People Report Workplace Legacy Award in recognition of his commitment to balancing people and performance throughout his career in foodservice.
Mr. Lee is a native of Massachusetts and earned an MBA from Suffolk University in Boston. He is currently the Independent Board Chair for Advance Auto Parts.
This appointment was made in alignment with the terms of Portillo’s previously announced cooperation agreement and is supported by Engaged Capital, LLC.
“Gene is one of the best operators in the restaurant industry and will be a tremendous asset in the Portillo’s boardroom in helping the company continue to execute its growth strategy and deliver strong unit economics,” said Glenn W. Welling, Founder and CIO of Engaged Capital.
About Portillo’s In 1963, Dick Portillo invested $1,100 to open the first Portillo's hot dog stand in Villa Park, Illinois, calling it "The Dog House." Today, Portillo's (NASDAQ: PTLO) has grown to
more than 90 restaurants across 10 states and is beloved for its Chicago-style hot dogs, Italian beef sandwiches, char-grilled burgers, fresh salads, and famous chocolate cake.
Guests can join Portillo’s Perks, the brand’s loyalty program, at Portillos.com/perks to earn and redeem delicious rewards. Fans can also download the Portillo’s App for iOS or Android or visit Portillo’s website to order ahead for pickup or delivery and get the best dill on these bun-believably delicious Chicago-style favorites and more. Plus, Portillo’s ships its craveworthy food to all 50 states via Portillos.com.
Investor Contact:
Chris Brandon
Investors@portillos.com
Media Contact:
Sara Wirth
PortillosPR@icrinc.com