Latest news with #EngagedCapital
Yahoo
01-05-2025
- Business
- Yahoo
Portillo's enters cooperation agreement with Engaged Capital
Portillo's (PTLO) announced that it has entered into a cooperation agreement with Engaged Capital. As part of the cooperation agreement, Portillo's and Engaged Capital will cooperate to identify a new director with recent and relevant restaurant operating experience to be appointed to the Portillo's board of directors. Engaged Capital has also agreed to certain customary standstill and voting agreements. The cooperation agreement between the company and Engaged Capital will be filed on a Form 8-K to be filed with the SEC. Discover companies with rock-solid fundamentals in TipRanks' Smart Value Newsletter. Receive undervalued stocks, resilient to market uncertainty, delivered straight to your inbox. Published first on TheFly – the ultimate source for real-time, market-moving breaking financial news. Try Now>> See Insiders' Hot Stocks on TipRanks >> Read More on PTLO: Disclaimer & DisclosureReport an Issue Portillo's price target lowered to $12 from $13 at Morgan Stanley Portillo's downgraded to Neutral from Outperform at Baird Portillo's price target lowered to $15 from $17 at Baird Portillo's director Hartung buys 72,500 class A shares Portillo's announced the launch of Portillo's Perks Sign in to access your portfolio
Business Upturn
28-04-2025
- Business
- Business Upturn
Portillo's Announces Plan to Further Strengthen Board Through Cooperation Agreement with Engaged Capital
CHICAGO, April 28, 2025 (GLOBE NEWSWIRE) — Portillo's Inc. ('Portillo's' or the 'Company') (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today announced that it has entered into a cooperation agreement with Engaged Capital, LLC ('Engaged Capital'). As part of the cooperation agreement, Portillo's and Engaged Capital will cooperate to identify a new director with recent and relevant restaurant operating experience to be appointed to the Portillo's Board of Directors. 'We are pleased to have reached this agreement with Engaged Capital,' said Michael A. Miles, Jr., Portillo's Chair of the Board. 'The Board is committed to overseeing decisive action to drive traffic, improve margins and deliver industry-leading unit economics for shareholders. We appreciate the partnership with Engaged Capital to identify a new director to bring additional expertise to our Board, in addition to the role they played in introducing us to Jack Hartung, who was appointed to the Board in January.' 'Although we wish him well in his new role, we were disappointed it resulted in one of our nominees having to withdraw from this process. We are pleased to have been able to work constructively with the Board on an alternative solution for adding a highly qualified director with restaurant operating expertise,' said Glenn W. Welling, Founder and Chief Investment Officer of Engaged Capital. 'Portillo's is one of the most iconic brands in the restaurant industry as demonstrated through industry leading AUVs in and outside of Chicago. Through the actions being taken to shrink restaurant size, drive sustainable same store sales, and improve restaurant margins, we continue to see a significant opportunity to create as much value for shareholders as Portillo's delivers to their customers.' Engaged Capital has also agreed to certain customary standstill and voting agreements. The cooperation agreement between the Company and Engaged Capital will be filed on a Form 8-K to be filed with the Securities and Exchange Commission. Advisors BofA Securities is serving as financial advisor, and Sidley Austin LLP is serving as legal counsel to Portillo's. Olshan Frome Wolosky LLP is serving as legal counsel to Engaged Capital. About Portillo's In 1963, Dick Portillo invested $1,100 into a small trailer to open the first Portillo's hot dog stand in Villa Park, IL, which he called 'The Dog House.' Years later, Portillo's (NASDAQ: PTLO) has grown to more than 90 restaurants across 10 states. Portillo's is best known for its Chicago-style hot dogs, Italian beef sandwiches, char-grilled burgers, fresh salads and famous chocolate cake. Fans can join Portillo's Perks, the brand's loyalty program, at Portillo' to earn and redeem delicious rewards and offers. Portillo's also ships food to all 50 states via its website. About Engaged Capital Engaged Capital, LLC ('Engaged Capital') is an investment advisor with a private equity-like investing style in the U.S. public equity markets. Engaged Capital seeks to help build sustainable businesses that create long-term stockholder value by engaging with and bringing an owner's perspective to the managements and boards of undervalued public companies and working with them to unlock the embedded value within their businesses. Engaged Capital focuses on delivering superior, long-term, risk-adjusted returns for our limited partners. Engaged Capital was established in 2012 and is based in Newport Beach, California. Learn more at Forward Looking Statements This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ('PSLRA'). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business, and are based on currently available operating, financial and competitive information which are subject to various risks and uncertainties, so you should not place undue reliance on forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as 'aim,' 'anticipate,' 'believe,' 'commit,' 'estimate,' 'expect,' 'forecast,' 'outlook,' 'potential,' 'project,' 'projection,' 'plan,' 'intend,' 'seek,' 'may,' 'could,' 'would,' 'will,' 'should,' 'can,' 'can have,' 'likely,' the negatives thereof and other similar expressions. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: risks related to or arising from our organizational structure; risks of food-borne illness and food safety and other health concerns about our food; risks relating to the economy and financial markets, including in relation to trade policy changes and other macroeconomic uncertainty, including inflation, fluctuating interest rates, stock market volatility, recession concerns, and other factors; the impact of unionization activities of our team members on our reputation, operations and profitability; risks associated with our reliance on certain information technology systems, including our new enterprise resource planning system, and potential failures or interruptions; risks associated with data, privacy, cyber security and the use and implementation of information technology systems, including our digital ordering and payment platforms for our delivery business; risks associated with increased adoption, implementation and use of artificial intelligence technologies across our business; the impact of competition, including from our competitors in the restaurant industry or our own restaurants; the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees; the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, labor and employment matters, costs of or ability to open new restaurants, or the sale of food and alcoholic beverages; inability to achieve our growth strategy, such as the availability of suitable new restaurant sites in existing and new markets and opening of new restaurants at the anticipated rate and on the anticipated timeline; the impact of consumer sentiment and other economic factors on our sales; increases in food and other operating costs, tariffs and import taxes, and supply shortages; and other risks identified in our filings with the Securities and Exchange Commission (the 'SEC'). All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in the Company's most recent Annual Report on Form 10-K, filed with the SEC. All of the Company's SEC filings are available on the SEC's website at The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Important Additional Information and Where to Find It The Company intends to file a proxy statement on Schedule 14A, an accompanying proxy card, and other relevant documents with the SEC in connection with such solicitation of proxies from the Company's stockholders for the Company's 2025 Annual Meeting. THE COMPANY'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING PROXY CARD, AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the definitive proxy statement, an accompanying proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at Copies will also be available at no charge by clicking the 'SEC Filings' link in the 'Financials' section of the Company's website at Participants in the Solicitation The Company, its directors (Michael A. Miles, Jr., Michael Osanloo, Ann Bordelon, Paulette Dodson, Noah Glass, G.J. Hart, Jack R. Hartung and Joshua A. Lutzker) and certain of its executive officers (Michael Osanloo, Chief Executive Officer and President, and Michelle Hook, Chief Financial Officer) and employees are 'participants' (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company's stockholders in connection with the matters to be considered at the Company's 2025 Annual Meeting. Information regarding the names of the Company's directors and executive officers and certain other individuals and their respective direct and indirect interests in the Company, by security holdings or otherwise, and their respective compensation is set forth in the sections entitled 'Compensation Discussion & Analysis,' 'Executive Employment Arrangements,' 'Director Compensation,' and 'Securities Ownership of Certain Beneficial Owners and Management' of the Company's Proxy Statement on Schedule 14A in connection with the 2024 annual meeting of stockholders, filed with the SEC on April 26, 2024 (available here), and the Company's Annual Report on Form 10-K, filed with the SEC on February 25, 2025 (available here). Supplemental information regarding the participants' holdings of the Company's securities can be found at no charge in SEC filings on Statements of Change in Ownership on Form 4 filed with the SEC on May 6, 2024 for Michael A. Miles, Jr. (available here); October 23, 2024, August 12, 2024, June 4, 2024, May 6, 2024 and March 4, 2024 for Michael Osanloo (available here, here, here, here, and here, respectively); May 6, 2024 for Ann Bordelon (available here); May 6, 2024 for Paulette Dodson (available here); May 6, 2024 for Noah Glass (available here); September 17, 2024 and May 6, 2024 for G.J. Hart (available here and here, respectively); May 6, 2024 and March 6, 2024 for Joshua A. Lutzker (available here and here); and October 23, 2024, June 4, 2024, May 6, 2024 and March 4, 2024 for Michelle Hook (available here, here, here and here). Such filings are also available at no charge by clicking the 'SEC Filings' link in the 'Financials' section of the Company's website at Updated information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, and their respective compensation will be set forth in the Company's proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the 2025 Annual Meeting, if and when they become available. These documents will be available free of charge as described above. Investor Contact: [email protected] Media Contact: [email protected] Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same.
Yahoo
04-04-2025
- Business
- Yahoo
Trump tariffs, economic uncertainty fuel more settlements between CEOs and activists
By Svea Herbst-Bayliss NEW YORK (Reuters) -Shares of Yeti Holdings tumbled in December and again in March when President Donald Trump threatened tariffs against China, where the company had some of its biggest factories. Behind the headlines, Yeti, the Austin, Texas-based maker of $300 coolers and $40 travel mugs, was facing another problem. Hedge fund Engaged Capital was pushing management to return cash to shareholders, expand into new geographies, and be more transparent with investors, according to people familiar with the talks. Those changes, the hedge fund forecast, could help Yeti shares triple over the next three years. Facing market volatility and questions over consumer demand, Yeti and Engaged announced a settlement that ended a potentially messy fight and lifted shares nearly 6% that day. Yeti did not respond to requests for comment. Peace at Yeti is part of a growing trend as corporations and their agitators decide to find common ground amid prospects of a tariff war, mass layoffs at U.S. government agencies and the increasing threat of a recession that is clouding the business outlook and weighing on stock prices, according to nearly a dozen investors, lawyers, bankers and analysts. Twenty-nine global companies reached settlements in the first quarter, marking a 32% jump from a year ago, according to Barclays. "If this uncertainty in the markets continues, I suspect there will be more settlements in the months ahead as fewer fights are likely to go to a vote," said Duncan Herrington, a managing partner at consulting firm Jasper Street Partners. Other recent settlements include cybersecurity company Rapid7 which agreed with Jana Partners to add three directors. And consumer health company Kenvue, which boasts household brands Band-Aid and Tylenol, settled with Starboard Value. Corporate chiefs, who just navigated the Covid-19 pandemic, have told bankers and lawyers they need to remove distractions like board fights to concentrate on running their companies. "Many companies want to take risk off the table so they can focus on their businesses," said Lawrence Elbaum, co-head of law firm Vinson & Elkins' shareholder activism practice. "And activists are suffering as their returns are getting hammered so they also want quick settlements." To be sure, big board fights are still proceeding at companies including U.S. Steel, Phillips 66 and Autodesk, illustrating it is too soon to declare peace all over corporate America. But both sides are showing flexibility and eagerness to settle. "People are more willing to play ball," Jasper Street's Herrington said. Activists who once tried to put their founders on boards are now less wedded to scoring a board seat for themselves. On the company side, more boards are more willing to consider candidates proposed by activist investors, especially if they bring deep industry experience, bankers and lawyers said. Engaged Capital, for example, wanted Yeti to expand its product offerings, people familiar with the selection process said, so it introduced Arne Arens to management. Arens, who has expertise in the clothing sector, is now a director at the company. Many activists, meanwhile, have seen their positions lose money this year so they are more cautious about pressing on with a costly and uncertain fight. "You have to do the math and calculate what are my chances to win a fight," said Lyndon Park, who is the head of ICR Shareholder Advisory. "If both sides are willing to agree, then a settlement is not a loss."
Yahoo
04-03-2025
- Business
- Yahoo
Engaged Capital pushes for board changes at Portillo's
Investment firm Engaged Capital plans to nominate two director candidates to the fast-casual restaurant chain Portillo's board for election at its 2025 Annual Meeting of Shareholders. The nominees, Charlie Morrison and Nicole Portwood, have experience in restaurant operations and marketing, respectively. Morrison led Wingstop as president and CEO from 2012 to 2022 and served as CEO of Salad and Go from April 2022 to October 2024. Portwood, a branding expert, was chief marketing officer at Salad and Go from October 2023 to February 2025, leading initiatives to strengthen brand positioning and customer engagement. Engaged Capital, which holds 8.6% of Portillo's outstanding Class A common stock, submitted a letter to the company's board proposing the nominations to 'dramatically improve Portillo's ability to execute and close the gap with industry peers'. In a statement, Engaged criticised Portillo's performance, describing it as '...suffering due to outdated restaurant operations, ineffective marketing and lower than justified restaurant-level cash-on-cash returns. Although these issues have led to a depressed valuation for the company, they are all readily fixable.' To enhance profitability, the firm is calling for refinements in new unit development, modernisation of restaurant operations and technology, and targeted marketing investments to boost brand awareness and drive customer traffic. Portillo's acknowledged the receipt of Engaged Capital's nominations and defended its ongoing initiatives, stating: 'At the restaurant level, Portillo's is driving results through the launch of its Portillo's Perks loyalty programme, kiosks, operational enhancements and advertising beyond Chicagoland. The brand is also strategically expanding its restaurant count, leveraging the smaller Restaurant of the Future (ROTF) format and other potential upcoming formats to drive enhanced cash-on-cash returns. The restaurant company's board will formally present its recommendation regarding director nominations in its proxy materials, which will be filed with the US Securities and Exchange Commission ahead of the 2025 annual meeting. Portillo's, known for its Chicago-style hot dogs, crinkle-cut fries and chocolate cakes, is valued at $1bn. In May 2023, the brand launched its latest menu item, the Rodeo Burger. "Engaged Capital pushes for board changes at Portillo's" was originally created and published by Verdict Food Service, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Chicago Tribune
03-03-2025
- Business
- Chicago Tribune
Activist investor gets tough on Portillo's
Chicago's hometown hot dog giant Portillo's is in the midst of an ambitious national expansion, and now a proxy fight may be brewing in its boardroom. Activist investor Engaged Capital, which took a nearly 10% stake in the Oak Brook-based company last year, said Monday that it has nominated two independent candidates to the company's board. Engaged said it was 'forced' to resort to the public nominations of former Wingstop CEO Charlie Morrison and marketing executive Nicole Portwood after months of private discussions around adding Morrison to the board didn't go anywhere. 'We remain ready and willing to reach a constructive resolution that spares all stakeholders an election contest,' Engaged said in a news release Monday. Portillo's is in the midst of an ambitious national expansion plan, with a goal to grow its fleet of just under 100 restaurants by hundreds over the next two decades. The company, which has been opening restaurants in Texas, Arizona and elsewhere, hopes to transform itself from a mostly regional chain to a truly national one, betting that Italian beef sandwiches and Chicago-style hot dogs will have wide appeal outside the Midwest. But the company has struggled with its stock valuation, which despite an approximately 50% jump since the start of the year is still down more than 60% since it was taken public by Boston-based private equity firm Berkshire Partners in 2021. Representatives for Portillo's did not immediately return a request for comment Monday morning. Engaged has maintained it thinks the company can succeed, but only if it makes changes to how it does business. Engaged, which previously led an activist campaign at Shake Shack, has pushed Portillo's to open smaller stores, for instance. The activist, which called the company's marketing practices 'ineffective' in the Monday news release, thinks Portillo's needs to increase its brand awareness outside the Chicago area, perhaps by opening in high-visibility locations, such as airports, people familiar with the matter told the Tribune last year. Portillo's has previously shown willingness to listen to Engaged, which now owns about 8% of the company. Last month, Portillo's announced it was adding Chipotle executive Jack Hartung to its board after being introduced to him by Engaged. Still, Engaged said Monday that Portillo's still needs to 'refine its approach to new unit development, modernize restaurant operations and related technology, and deploy targeted marketing investments to increase awareness and drive traffic.' Portillo's revenue increased 4.5% in 2024, the company said in fourth-quarter earnings release last week. But that growth primarily came from new restaurant openings. Same-store sales declined 0.6% during the same period. When Engaged announced it had taken a stake in the company last summer, people familiar with the matter said conversations between the parties were constructive, and that a leadership change was not on the table. For the time being, Engaged is not focused on making management changes at Portillo's, people familiar with the matter said. Portillo's, which was founded in a Villa Park parking lot in 1963, was family-owned until it was acquired by Berkshire about a decade ago.
