Independent
Tenure on this board
4.7 yrs
Also a director at
Americas Carmart Inc (CRMT)Arcbest Corp (ARCB)
Meeting calendar
PTLO · Annual meeting · Tuesday, June 9, 2026
Portillo's Inc
7 nominees · 3 ballot items.
Election of seven directors; advisory (non-binding) approval of executive compensation (“Say on Pay”); and ratification of Deloitte & Touche LLP as independent auditors for Fiscal 2026.
Market cap
$357M
1Y TSR
-59.2%
Board grade
C-
Record date
Apr 10, 2026
Filing
DEF 14A
Meeting concluded · Jun 9, 2026
Follow how the vote landed and what changed on Portillo's Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElection of seven director nominees (Ann Bordelon, Paulette Dodson, Noah Glass, Gerard J. Hart, Jack Hartung, Brett Patterson, and Eugene I. Lee, Jr.) to serve until the 2027 Annual Meeting.
- 2
Advisory Vote on Executive Compensation (Say on Pay
ManagementBoard: FORNon-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
More detail
This non-binding management proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation program as disclosed in the proxy materials. Management and the Compensation Committee position the proposal as a means for shareholders to express their view on whether pay practices for Named Executive Officers (NEOs) are appropriate; although non-binding, the Board commits to considering the vote in future compensation decisions. The Company emphasizes a pay-for-performance philosophy, where a substantial portion of executive pay is at risk and tied to annual Adjusted EBITDA and individual objectives (short-term incentives) and to multi-year performance and time-based equity awards (PSUs, RSUs, options) to align executives with long-term shareholder value. The CD&A highlights specific contextual factors—recent CEO transition, a one-time Executive Retention Plan in 2025 to maintain leadership continuity, forfeiture of certain 2021 performance awards, and use of a peer group benchmarking process—that bear on shareholder assessment of the proposal. Management argues that compensation governance is robust: an independent Compensation Committee, use of an independent consultant, share ownership guidelines, clawback policies, and limits on hedging/pledging. Opposing considerations for an investor evaluating the proposal include the use of one-time retention awards during leadership transition, the fact that 2025 STI payouts were zero (reflecting missed financial targets), and the degree to which realized pay (including sign‑on and retention awards) aligns with long-term realized shareholder returns. The proposal’s non-binding nature means implementation risk is limited, but a materially negative shareholder vote could prompt substantive Board and Compensation Committee changes. For a sophisticated analyst, key evaluation points are whether performance metrics and targets (e.g., Adjusted EBITDA, cumulative 3‑year goals for PSUs) are sufficiently rigorous and transparent, how retention awards were structured and disclosed, and whether governance safeguards (clawbacks, independent review) adequately mitigate misalignment or excessive risk‑taking. Overall, the Board recommends FOR the proposal, framing it as consistent with alignment to shareholders and disciplined pay practices, while investors should weigh the short-term retention actions and recent performance outcomes against the Company’s stated long-term incentive structures and governance controls.
- 3
Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2026
ManagementBoard: FORRatify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2026.
Director elections
Nominees on the ballot7
Independent
Tenure on this board
4.6 yrs
Also a director at
Bark Inc (BARK)Trupanion Inc (TRUP)
Independent
Tenure on this board
4.7 yrs
Independent
Tenure on this board
4.7 yrs
Also a director at
Dutch Bros Inc (BROS)
Independent
Tenure on this board
1.5 yrs
Also a director at
Honest Company Inc (HNST)Tesla Inc (TSLA)
Independent
Tenure on this board
1.1 yrs
Also a director at
Advance Auto Parts Inc (AAP)
Not independent
Tenure on this board
0.4 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Orbis Allan Gray Ltd | 9.3% | 7,026,720 | $37M |
| 2 | ALLIANCEBERNSTEIN L.P. | 6.8% | 5,167,696 | $23M |
| 3 | Engaged Capital LLCActivist | 4.5% | 3,442,990 | $18M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 3,039,553 | $16M |
| 5 | BlackRock, Inc. | 3.1% | 2,313,792 | $12M |
| 6 | Zuckerman Investment Group, LLC | 2.7% | 2,062,124 | $11M |
| 7 | BlackRock, Inc. | 2.7% | 2,052,596 | $11M |
| 8 | MARSHALL WACE, LLP | 2.2% | 1,678,357 | $9M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 1,421,608 | $8M |
| 10 | STATE STREET CORP | 1.7% | 1,287,546 | $7M |
Peers
Nearest market capOther Consumer Cyclical sector meetings6
Upcoming shareholder meetings at Portillo's Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Reference
Frequently asked questions
- When is the Portillo's Inc 2026 annual meeting?
- Portillo's Inc (PTLO) holds its 2026 annual shareholder meeting on Tuesday, June 9, 2026.
- What is the record date for the Portillo's Inc 2026 meeting?
- The record date for the Portillo's Inc 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Portillo's Inc's 2026 meeting?
- The board is presenting 7 director nominees at the Portillo's Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Portillo's Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Portillo's Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
Disclaimer
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.