Portillo's Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$PTLO
Restaurants
Consumer Discretionary
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) | ||
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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) | |||||||||||