Business Context and Reporting Period
This Form 8-K Current Report was filed by Portillo's Inc. on May 21, 2026, covering events occurring on May 20, 2026. The filing addresses a significant change in executive leadership regarding the Company's financial management.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and contractual terms.
Material Changes
- Executive Departure: Michelle Hook has departed from her roles as principal financial officer and principal accounting officer.
- Interim Appointment: Pamela Smith was appointed as Interim Chief Financial Officer, effective May 20, 2026, to replace Ms. Hook.
- Compensation Structure: Ms. Smith is engaged as an independent contractor at a rate of $14,000 per week, with reimbursement for reasonable travel expenses. She is not eligible for employee benefit plans or equity incentives.
- Contract Duration: The independent contractor agreement is effective May 20, 2026, and expires on July 1, 2026, unless terminated or extended earlier.
Guidance, Outlook, and Risks
The Board of Directors has initiated a search process to identify a permanent successor to Ms. Smith and has engaged a leading global executive search firm to assist. No specific financial guidance, outlook, or new risk factors were disclosed in this filing.
Investor Verification Checklist
- Verify the terms of the Independent Contractor Agreement filed as Exhibit 10.1.
- Monitor future announcements regarding the appointment of a permanent Chief Financial Officer.
- Review the timeline for the transition of financial reporting responsibilities from the interim officer.