Eugene Lee becomes Portillo’s (NASDAQ: PTLO) Board Chair as two directors exit
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Portillo’s Inc. reports a planned Board leadership transition. Eugene I. Lee, Jr., a long-time restaurant industry executive and former CEO and Chairman of Darden Restaurants, has been appointed Chair of the Board, effective March 10, 2026.
He succeeds Michael A. Miles, Jr., who will retire from the Board at the 2026 Annual Meeting after leading Portillo’s Board since 2014 and serving as Interim Chief Executive Officer during the company’s recent strategic reset. Directors Miles and Joshua A. Lutzker have notified the company they will not stand for reelection at the 2026 Annual Meeting, after which the Board will be reduced to seven members.
The company emphasizes that the decisions by Miles and Lutzker not to stand for reelection are not due to any disagreement or dispute. Both will continue to serve on the Compensation and Nomination & Governance Committees until the 2026 Annual Meeting. Portillo’s issued a press release detailing these changes, which is furnished as an exhibit.
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Insights
Board chair transition brings an experienced restaurant operator into the lead role while two long-serving directors prepare to rotate off.
Portillo’s is transitioning its Board leadership by appointing Eugene I. Lee, Jr. as Chair, effective March 10, 2026. Lee’s background leading Darden Restaurants and other public-company boards suggests familiarity with scaling multi-unit restaurant concepts and overseeing strategic shifts.
Michael A. Miles, Jr. and Joshua A. Lutzker will not stand for reelection at the 2026 Annual Meeting, and the Board will shrink to seven members. The company states their decisions are not due to any disagreement, framing this as an orderly refresh. Miles and Lutzker remain on key committees until the meeting, which helps continuity as Lee steps into the Chair role and works with management on the company’s ongoing strategic reset.
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): March 10, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 10, 2026, Michael A. Miles, Jr., the Chair of the Board of Directors (the “Board”) of Portillo’s Inc. (the “Company”), and Joshua A. Lutzker, director, notified the Board that they will not stand for reelection at the Company’s 2026 Annual Meeting. Their respective decisions not to stand for reelection at the Company's 2026 Annual Meeting were not due to a disagreement or dispute with the Company.
On March 10, 2026, Eugene I. Lee, Jr. was appointed by the Board as Chair, effective March 10, 2026. Mr. Lee has been a member of the Board since June 2025. Mr. Lee served as CEO at Darden Restaurants from 2015 to 2022 and as Chairman of the Darden Board from 2021 to 2023. 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 as President and COO. He also serves on the board of Advance Auto Parts (NYSE: AAP), where he serves as Independent Board Chair.
A copy of the Company’s press release announcing Mr. Miles’ retirement and Mr. Lee’s appointment as Chair is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 11, 2026, the Company issued a press release in connection with the foregoing changes regarding the Board Chair and Board composition, reported under Item 5.02 above. A copy of this press release is furnished as Exhibit 99.1 to this current report on Form 8-K and incorporated by reference.
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 | |||||||
99.1 | Press release, dated March 11, 2026 | |||||||
| 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: March 11, 2026 | By: | /s/ Michelle Hook | |||||||||
| Michelle Hook | |||||||||||
| Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |||||||||||
Eugene I. Lee, Jr., Appointed Chairman of the Board of Portillo’s; Michael A. Miles, Jr. to Retire as of Annual Meeting
Directors Michael A. Miles, Jr. and Joshua A. Lutzker announce they will not stand for reelection at the Company’s 2026 Annual Meeting
CHICAGO – March 11, 2026 – Portillo’s (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today announced a leadership transition within its Board of Directors. The Board has appointed Eugene I. Lee, Jr., a respected veteran of the restaurant industry and award-winning foodservice leader, as Chairman of the Board, effective immediately. Lee succeeds Michael A. Miles, Jr., who will retire after leading the Company’s Board of Directors since 2014, where he helped transition Portillo’s from a founder-led company to a public company.
“It’s an honor to step into the role of Chairman at this pivotal time. Portillo’s is an iconic brand with a powerful foundation and an even brighter future,” said Lee. “The Board and I appreciate Mike’s long-time dedication to and affinity for Portillo’s; he has done an excellent job leading the Company’s Board for over a decade, and we value his work as Interim Chief Executive Officer to jumpstart the brand’s recent strategic reset. As we move forward, we are confident in the tremendous opportunities ahead for Portillo’s. I look forward to working closely with the Board and management team to build on the Company’s momentum, drive long-term value for our shareholders, and support continued growth.”
Lee joined the Portillo’s Board as a Director in June 2025, bringing deep restaurant-industry and public company experience. He served as CEO at Darden Restaurants from 2015 to 2022 and Chairman of the Darden Board from 2021 to 2023. 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. He also serves on the Board of Advance Auto Parts (NYSE: AAP) as Independent Board Chair.
Michael A. Miles, Jr. and Joshua A. Lutzker have informed the Company they will not stand for reelection as Directors at the Company’s 2026 Annual Meeting of Shareholders. At that time, the size of the Board of Directors will be reduced to seven.
Both Miles and Lutzker have served on Portillo’s Board since August 2014, providing valuable guidance and leadership during the Company’s periods of growth and expansion. Miles and Lutzker will remain on the Compensation and Nomination & Governance Committees until the Company’s Annual Meeting.
“Serving as Chairman for this brand for the past nearly 12 years has been a true privilege,” said Miles. “Watching our restaurant footprint expand to more than 100 locations and seeing new communities embrace what makes Portillo’s special has been incredibly rewarding. I am proud of what we have built together and excited for the continued momentum ahead.”
About Portillo’s
Portillo’s (NASDAQ: PTLO) is a one-of-a-kind brand that has grown from a small hot dog trailer in Chicago to more than 100 restaurants across 11 states. Known for its unique menu of craveable Italian beef sandwiches, Chicago-style hot dogs, char-broiled burgers, fresh salads and iconic chocolate cake, Portillo’s is beloved in both its home of Chicagoland and across new and growing markets. Portillo’s operates a company-owned model of not just restaurants – but experience-focused destinations that blend dine-in, drive-thru, takeout and delivery to serve our guests with the food they crave. And now, after six decades of success and counting, Portillo’s is on a mission to bring its iconic food and unforgettable dining experience to guests across the country.
Guests can join Portillo’s Perks, the brand’s loyalty program, at Portillos.com/perks to earn and redeem delicious rewards. Every visit brings fans closer to exclusive perks, badges and surprise offers. 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 its website.
Media Contact:
Sara Wirth
Director, PR & Communications
Press@portillos.com
Investor Contact:
Chris Brandon
VP, Investor Relations
cbrandon@portillos.com
FAQ
What leadership change did Portillo’s Inc. (PTLO) announce in this 8-K?
Portillo’s appointed Eugene I. Lee, Jr. as Chairman of the Board, effective March 10, 2026. He succeeds Michael A. Miles, Jr., who will retire from the Board at the 2026 Annual Meeting after leading it since 2014 and serving as Interim CEO.
Which Portillo’s (PTLO) directors are leaving the Board and when?
Directors Michael A. Miles, Jr. and Joshua A. Lutzker informed Portillo’s they will not stand for reelection at the 2026 Annual Meeting. Both have served since August 2014 and will continue on the Compensation and Nomination & Governance Committees until that meeting.
Did Portillo’s (PTLO) report any disagreement behind its Board departures?
Portillo’s states that the decisions by Michael A. Miles, Jr. and Joshua A. Lutzker not to stand for reelection were not due to a disagreement or dispute with the company. The filing describes the moves as part of a leadership transition and Board refresh process.
How will Portillo’s (PTLO) Board size change after the 2026 Annual Meeting?
After the 2026 Annual Meeting of Shareholders, Portillo’s Board of Directors will be reduced to seven members. This reduction reflects the planned departure of directors Michael A. Miles, Jr. and Joshua A. Lutzker, who are not standing for reelection at that meeting.
What experience does new Portillo’s Chair Eugene I. Lee, Jr. bring?
Eugene I. Lee, Jr. previously served as CEO of Darden Restaurants from 2015 to 2022 and Chairman of Darden’s Board from 2021 to 2023. He has held multiple senior roles in restaurant chains and currently chairs the Board of Advance Auto Parts as Independent Board Chair.
How did Portillo’s (PTLO) communicate the Board changes to investors?
Portillo’s detailed the Board changes in a current report and issued a press release dated March 11, 2026. The press release, describing Eugene I. Lee, Jr.’s appointment as Chairman and the planned director departures, is furnished as Exhibit 99.1 and incorporated by reference.
Filing Exhibits & Attachments
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Portillo'S Inc.