El Pollo Loco (NASDAQ: LOCO) expands equity plan and affirms annual say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

El Pollo Loco Holdings, Inc. reported results of its 2026 annual stockholder meeting and changes to its equity compensation plan. Stockholders approved amendments to the Equity Incentive Plan that increased the number of common shares available for awards by 1,250,000, expanding the pool for employee and director equity grants.

Shareholders elected two Class III directors, ratified BDO USA, P.C. as independent auditor for 2026, and approved the non-binding advisory vote on executive compensation. They also supported holding the advisory vote on named executive officer pay every year, and the board decided to continue with annual say-on-pay votes through at least the 2032 annual meeting.

A shareholder proposal to adopt a majority voting standard for uncontested director elections did not receive enough support to pass. Overall meeting participation was high, with 87.96% of eligible shares represented in person or by proxy, indicating strong engagement in the company’s governance matters.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 1,250,000 shares Meeting quorum: 87.96% Director vote - Tana Davila: 22,085,229 votes for +5 more

8 metrics

Equity plan share increase 1,250,000 shares Additional common shares available for awards under Equity Incentive Plan

Meeting quorum 87.96% Portion of shares outstanding represented at 2026 annual meeting

Director vote - Tana Davila 22,085,229 votes for Election as Class III director at 2026 annual meeting

Say-on-pay advisory approval 21,942,592 votes for Non-binding advisory vote on named executive officer compensation

Equity plan amendments approval 21,485,764 votes for Proposal 5 approval of Equity Incentive Plan amendments

Auditor ratification 26,723,782 votes for Ratification of BDO USA, P.C. as 2026 independent auditor

Say-on-frequency one-year votes 20,056,383 votes Preference for annual say-on-pay votes

Majority voting proposal support 15,630,362 votes for Shareholder proposal for majority voting standard in uncontested elections

Key Terms

Equity Incentive Plan, non-binding advisory proposal, broker non-votes, Say-on-Frequency Proposal, +1 more

5 terms

Equity Incentive Plan financial

"amending the El Pollo Loco Holdings, Inc. Equity Incentive Plan (the “Equity Incentive Plan”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

non-binding advisory proposal financial

"Proposal 3 was the non-binding advisory proposal regarding approval of the compensation"

A non-binding advisory proposal is a shareholder vote that expresses investors’ opinions or recommendations to a company's board or management but does not have legal force to change policy. Think of it like a public poll or suggestion box: the result signals investor sentiment and can pressure leadership to act, influence reputation, or guide future binding decisions, so investors watch these votes for clues about governance and strategy.

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Say-on-Frequency Proposal financial

"non-binding advisory proposal regarding approval of the frequency of the Company’s future advisory votes"

majority voting standard financial

"a shareholder proposal requesting the adoption of a majority voting standard for the election of directors"

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Understanding 8-K Material Events →

05/29/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2026

El Pollo Loco Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36556		20-3563182
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

575 Anton Boulevard, Suite 1100, Costa Mesa, California	92626
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 599-5000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	LOCO	The Nasdaq Stock Market LLC
Rights to Purchase Series A Preferred Stock, par value $0.01 per share	True	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b- 2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of El Pollo Loco Holdings, Inc. (the “Company”) previously approved amending the El Pollo Loco Holdings, Inc. Equity Incentive Plan (the “Equity Incentive Plan”), subject to stockholder approval. As disclosed in Item 5.07 of this Form 8-K, at the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”), the Company’s stockholders approved the amendments to the Equity Incentive Plan that, among other things, increased the number of shares of the Company’s common stock available for award grants under the Equity Incentive Plan by 1,250,000 shares.

The foregoing summary of the amendments to the Equity Incentive Plan is qualified in its entirety by reference to the Equity Incentive Plan, as amended, which is included as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 26, 2026, the Company held the Annual Meeting. Of the 30,455,[298][190] shares of common stock outstanding and entitled to vote as of April 2, 2026, the record date for the Annual Meeting, 26,789,139 shares were present in person or represented by proxy, or 87.96%, constituting a quorum. At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026.

The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:

1.	Election of directors

Proposal 1 was the election of two nominees to serve as Class III directors until the 2027 annual meeting or until their successors are duly elected and qualified. The result of the vote was as follows:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Tana Davila	22,085,229	44,996	4,658,914
Frank Garrido	22,082,786	47,439	4,658,914

2.	Ratification of appointment of BDO USA, P.C. as the Company's independent registered public accounting firm

Proposal 2 was the ratification of the appointment of BDO USA, P.C., as the Company’s independent registered public accounting firm for 2026. The result of the vote was as follows:

Votes For		Votes Against		Abstentions
26,723,782		54,103		11,254

3.	Non-binding advisory vote regarding approval of the Company's named executive officers’ compensation

Proposal 3 was the non-binding advisory proposal regarding approval of the compensation of the Company's named executive officers. The result of the vote was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
21,942,592		175,574		12,059		4,658,914

4.	Non-binding advisory vote regarding the frequency of the Company's future advisory votes on named executive officers’ compensation

Proposal 4 was the non-binding advisory proposal regarding approval of the frequency of the Company’s future advisory votes on the compensation of the Company's named executive officers (the “Say-on-Frequency Proposal”). The result of the vote was as follows:

“ONE YEAR”		“TWO YEARS”		“THREE YEARS”		Abstentions
20,056,383		6,777		1,999,819		67,246

5.	Approval of the amendments to the Company's Equity Incentive Plan

Proposal 5 was the proposal regarding approval of amendments to the El Pollo Loco Holdings, Inc. Equity Incentive Plan. The result of the vote was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
21,485,764		638,820		5,641		4,658,914

6.	Shareholder proposal requesting the adoption of a majority voting standard for the election of directors in uncontested elections

Proposal 6 was a shareholder proposal requesting the adoption of a majority voting standard for the election of directors in uncontested elections. The result of the vote was as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
15,630,362		6,432,820		67,043		4,658,914

In response to the voting results on the Say-on-Frequency Proposal and other factors, the Company’s Board of Directors determined that the Company will hold an advisory vote on named executive officer compensation every year. The Company will continue to hold advisory votes on named executive officer compensation every year until the Company’s Board of Directors decides to hold the next stockholder advisory vote on the frequency of advisory votes, which shall be no later than the Company’s annual meeting of stockholders in 2032.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		El Pollo Loco Holdings, Inc. Equity Incentive Plan, as amended (included as Appendix B to the Company’s Definitive Proxy Statement filed with the Commission on April 30, 2026 and incorporated herein by reference)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		El Pollo Loco Holdings, Inc.
		(Registrant)

Date: May 29, 2026
		/s/ Ira Fils
		Ira Fils
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did El Pollo Loco (LOCO) approve at the 2026 annual meeting?

El Pollo Loco’s stockholders approved amendments to the Equity Incentive Plan, adding 1,250,000 common shares for future awards. They also confirmed annual advisory votes on executive compensation, with the board committing to this schedule through at least the 2032 annual meeting.

How did El Pollo Loco (LOCO) shareholders vote on the Equity Incentive Plan amendments?

Shareholders approved the Equity Incentive Plan amendments with 21,485,764 votes for, 638,820 against, and 5,641 abstentions, plus 4,658,914 broker non-votes. The amendments increased the shares of common stock available for grants under the plan by 1,250,000 shares.

What was decided about El Pollo Loco’s (LOCO) say-on-pay vote frequency?

Stockholders favored holding say-on-pay votes every year, with 20,056,383 votes for one-year frequency. The board then determined the company will continue annual advisory votes on named executive officer compensation until at least the 2032 annual stockholder meeting.

Did El Pollo Loco (LOCO) shareholders approve the majority voting standard proposal?

The shareholder proposal for a majority voting standard in uncontested director elections did not pass. It received 15,630,362 votes for, 6,432,820 against, 67,043 abstentions, and 4,658,914 broker non-votes, so the company’s existing director voting standard remains in place.

Was El Pollo Loco’s (LOCO) auditor ratified for 2026 at the annual meeting?

Yes, shareholders ratified BDO USA, P.C. as El Pollo Loco’s independent registered public accounting firm for 2026. The vote totaled 26,723,782 shares for, 54,103 against, and 11,254 abstentions, confirming continued engagement of the same external auditor.

What level of shareholder participation did El Pollo Loco (LOCO) have at the 2026 annual meeting?

El Pollo Loco reported that 26,789,139 shares were present in person or by proxy, representing 87.96% of shares entitled to vote. This high participation level established a quorum and enabled valid voting on all six proposals presented.

Filing Exhibits & Attachments

4 documents