Portillo's (PTLO) Proxy Filing summary

Executive summary

• Achieved 12% unit growth in 2024 with 10 new restaurant openings, expanding to 94 locations across 10 states, focusing on Sunbelt markets and introducing smaller-format restaurants and kiosks to enhance guest experience and operational efficiency.

• Maintained top brand reputation in the Morgan Stanley 2024 Consumer Survey, ranking #1 in Taste, Value, and Quality, and consistently high Net Promoter Scores.

• Launched Portillo's Perks loyalty program and continued innovation in menu and restaurant formats to drive guest engagement and operational efficiency.

• Faced industry headwinds but delivered solid financial results, reinforcing confidence in long-term growth strategy and operational execution.

• Added new talent to the Board and executive team to support strategic execution and future growth.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: election of eight directors, advisory vote on executive compensation (Say on Pay), ratification of Deloitte & Touche LLP as auditors for 2025, and a shareholder proposal to allow holders of 15% of shares to call special meetings.

• Board recommends voting FOR all director nominees, FOR Say on Pay, FOR auditor ratification, and AGAINST the shareholder proposal on special meetings, citing concerns about potential misuse and robust existing governance.

Board of directors and corporate governance

• Board consists of eight members with diverse skills in restaurant operations, finance, technology, and governance; 25% are women and over 63% have public company board experience.

• Recent board refreshment includes the appointment of Jack Hartung in 2025, bringing significant industry and financial expertise.

• Board committees (Audit, Compensation, Nominating & Governance) are composed entirely of independent directors, with clear charters and annual self-evaluations.

• Board and committee meetings had high attendance (96-100%) in 2024, with regular executive sessions and ongoing director education.

• Board and management maintain active shareholder engagement, with nearly 300 investor interactions in 2024 and a robust annual engagement calendar.

• Cooperation agreement with Engaged Capital in 2025 led to withdrawal of a contested director nomination and a commitment to appoint a new director with relevant industry experience.