Portillo’s (NASDAQ: PTLO) investors approve directors, say-on-pay and 2026 auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Portillo’s Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 9, 2026. Shareholders voted their Class A and Class B common stock, with 72,160,015 Class A shares and 3,424,546 Class B shares outstanding and entitled to vote as of April 10, 2026.
Seven directors were elected to serve until the 2027 annual meeting, with each nominee receiving more votes "For" than "Withhold"; for example, Eugene I. Lee, Jr. received 41,248,080 votes for and 1,026,855 withheld, with 19,301,913 broker non-votes. Shareholders also approved, on an advisory basis, the compensation of the Named Executive Officers, with 38,587,229 votes for and 3,260,842 against.
In addition, shareholders ratified the appointment of Deloitte & Touche LLP as the company’s independent auditor for fiscal year 2026, with 59,880,212 votes for, 1,348,904 against, and 347,732 abstentions. These results confirm continued support for the current board, executive pay program, and audit firm.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Class A shares entitled to vote: 72,160,015 shares
Class B shares entitled to vote: 3,424,546 shares
Votes for Eugene I. Lee, Jr.: 41,248,080 votes
+4 more
7 metrics
Class A shares entitled to vote
72,160,015 shares
Outstanding and entitled to vote as of April 10, 2026
Class B shares entitled to vote
3,424,546 shares
Outstanding and entitled to vote as of April 10, 2026
Votes for Eugene I. Lee, Jr.
41,248,080 votes
Director election, 2026 Annual Meeting
Say-on-pay votes for
38,587,229 votes
Advisory approval of NEO compensation
Say-on-pay votes against
3,260,842 votes
Advisory approval of NEO compensation
Auditor ratification votes for
59,880,212 votes
Ratification of Deloitte & Touche LLP for fiscal 2026
Auditor ratification votes against
1,348,904 votes
Ratification of Deloitte & Touche LLP for fiscal 2026
Key Terms
Broker Non-Votes, Say on Pay Proposal, Named Executive Officers, independent auditor
4 terms
Broker Non-Votes financial
"Director Election Proposal | For | Withhold | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Say on Pay Proposal financial
"Say on Pay Proposal | For | Against | Abstain | Broker Non-Votes"
Named Executive Officers financial
"approved, on an advisory basis, the compensation of the Company’s Named Executive Officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent auditor financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
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): 6/9/2026
(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 5.07 Submission of Matters to a Vote of Security Holders.
On June 9, 2026, Portillo’s Inc. (NASDAQ:PTLO) (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on April 10, 2026, the record date for determination of shareholders entitled to vote at the Annual Meeting, there were 72,160,015 shares of Class A common stock outstanding and entitled to vote and 3,424,546 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 2027, 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; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2026.
The final results are as follows:
| Director Election Proposal | For | Withhold | Broker Non-Votes | |||||||||||||||||
Eugene I. Lee, Jr. | 41,248,080 | 1,026,855 | 19,301,913 | |||||||||||||||||
| Brett Patterson | 40,835,122 | 1,439,813 | 19,301,913 | |||||||||||||||||
| Ann Bordelon | 37,580,835 | 4,694,100 | 19,301,913 | |||||||||||||||||
| Paulette R. Dodson | 37,489,684 | 4,785,251 | 19,301,913 | |||||||||||||||||
| Noah Glass | 38,226,689 | 4,048,246 | 19,301,913 | |||||||||||||||||
| Gerard J. Hart | 39,311,755 | 2,963,180 | 19,301,913 | |||||||||||||||||
Jack Hartung | 41,023,662 | 1,251,273 | 19,301,913 | |||||||||||||||||
| Say on Pay Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Ratification of the approval, on an advisory basis, of the compensation for our NEOs | 38,587,229 | 3,260,842 | 426,864 | 19,301,913 | ||||||||||||||||||||||
| Auditor Ratification Proposal | For | Against | Abstain | |||||||||||||||||
| Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026 | 59,880,212 | 1,348,904 | 347,732 | |||||||||||||||||
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 12, 2026 | By: | /s/ Kelly M. Kaiser | |||||||||
| Kelly M. Kaiser | |||||||||||
| General Counsel and Secretary | |||||||||||
FAQ
What were the results of Portillo’s Inc. (PTLO) say-on-pay vote in 2026?
Shareholders approved, on an advisory basis, compensation for Portillo’s Named Executive Officers, with 38,587,229 votes for, 3,260,842 against, 426,864 abstentions, and 19,301,913 broker non-votes. This advisory backing supports the company’s current executive pay practices.
What is a broker non-vote in the Portillo’s Inc. (PTLO) 2026 voting results?
A broker non-vote occurs when a broker is not authorized to vote on a proposal without specific shareholder instructions. For Portillo’s 2026 meeting, director and say-on-pay proposals each showed 19,301,913 broker non-votes, reflecting uninstructed shares held in street name.