Portillo's Inc. 8-K

What Happened
Portillo’s Inc. (NASDAQ: PTLO) filed an 8‑K reporting the results of its 2026 Annual Meeting of Shareholders held on June 9, 2026. At the record date (April 10, 2026) there were 72,160,015 shares of Class A common stock and 3,424,546 shares of Class B common stock outstanding and entitled to vote. Shareholders elected seven directors to serve until the 2027 annual meeting, approved the advisory “say‑on‑pay” vote for the company’s Named Executive Officers, and ratified Deloitte & Touche LLP as independent auditor for fiscal year 2026.

Key Details

• Record date shares outstanding: 72,160,015 Class A; 3,424,546 Class B (April 10, 2026).
• Director election results (For / Withhold; broker non‑votes = 19,301,913 for each nominee):
  • Eugene I. Lee, Jr.: 41,248,080 / 1,026,855
  • Brett Patterson: 40,835,122 / 1,439,813
  • Ann Bordelon: 37,580,835 / 4,694,100
  • Paulette R. Dodson: 37,489,684 / 4,785,251
  • Noah Glass: 38,226,689 / 4,048,246
  • Gerard J. Hart: 39,311,755 / 2,963,180
  • Jack Hartung: 41,023,662 / 1,251,273
• Advisory “Say on Pay” (compensation of Named Executive Officers): For 38,587,229; Against 3,260,842; Abstain 426,864; Broker non‑votes 19,301,913.
• Auditor ratification: Deloitte & Touche LLP ratified as independent auditor for fiscal 2026 — For 59,880,212; Against 1,348,904; Abstain 347,732.

Why It Matters
These are routine governance matters that confirm the board’s composition and shareholder support for executive pay and the company’s auditor. The director elections determine who will oversee management through 2027. The advisory approval of executive compensation indicates shareholder backing (non‑binding), and ratification of Deloitte ensures the company’s independent auditor for the coming fiscal year. Notably, a large number of broker non‑votes (19.3M) appear across votes, which can affect the total voting outcome for matters where brokers lack discretionary voting authority.