El Pollo Loco Holdings Inc
For the period ended May 29, 2025. Filed Apr 17, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2025 · Filed Apr 17, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12
El Pollo Loco Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (check all boxes that apply):
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
3535 Harbor Boulevard, Suite 100
Costa Mesa, CA 92626
**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS **
**TO BE HELD ON MAY 29, 2025 **
Dear Stockholders of El Pollo Loco Holdings, Inc.:
The 2025 annual meeting of stockholders of El Pollo Loco Holdings, Inc. (“we,” “us,” “our,” and the “Company”), will be held virtually via audio webcast on Thursday, May 29, 2025, at 1:00 p.m. Pacific Time to consider and vote on the following proposals:
| 1. | Election of the three director nominees named in the accompanying proxy statement as Class II directors to serve until the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal; |
| 2. | Ratification of the appointment of BDO USA, P.C., as our independent registered public accounting firm for 2025; |
| 3. | Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; |
| 4. | Approval of an amendment to the El Pollo Loco Holdings, Inc. Equity Incentive Plan (“Equity Incentive Plan”), including an increase to the number of shares of our common stock reserved for issuance thereunder; |
| 5. | Approval of an amendment of our Amended and Restated Certificate of Incorporation to declassify the board of directors of the Company; |
| 6. | Approval of an amendment of our Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements; and |
| 7. | Transaction of such other business as may properly come before the meeting or any adjournments or postponements thereof. |
You will be able to participate online and submit your questions during the meeting by visiting* www.virtualshareholdermeeting.com/LOCO2025.* You will also be able to vote electronically at the annual meeting. Details regarding how to participate in the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 29, 2025: This Notice, the proxy statement, and the 2024 Annual Report on Form 10-K are available atwww.proxyvote.com. These materials are also available on our website athttp://investor.elpolloloco.com.
Our board of directors has fixed the close of business on April 2, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting. Only stockholders of record will be entitled to notice of and to vote at the meeting or any adjournments or postponements thereof, with each share entitling its owner to one vote on each matter properly presented. A list of stockholders as of the record date may be accessed during the virtual annual meeting atwww.virtualshareholdermeeting.com/LOCO2025 by using the control number included with the proxy materials you received for the meeting.
YOUR VOTE IS IMPORTANT. We hope that you will attend the annual meeting. Whether or not you do, please vote in advance online, by telephone, or by mail.
| | |
|---|---|
| By Order of the Board of Directors, | |
| | |
| /s/ William R. Floyd | |
| | |
| William R. Floyd | |
| Chairperson | |
| Costa Mesa, California | |
| April 17, 2025 | |
PROXY STATEMENT
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