El Pollo Loco (LOCO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 26, 2026, with voting on six key proposals, including director elections, auditor ratification, executive compensation, equity plan amendments, and a shareholder proposal on majority voting for directors.

• The board recommends voting for all director nominees, for the auditor, for executive compensation, for annual say-on-pay votes, for the equity plan amendment, and against the shareholder proposal.

• The board has undergone significant refreshment, adding four new directors in the past two years, and maintains a strong focus on diversity, independence, and relevant industry experience.

Voting matters and shareholder proposals

• Election of two new Class III directors, Tana Davila and Frank Garrido, for one-year terms as part of a transition to annual director elections.

• Ratification of BDO USA, P.C. as independent auditor for 2026.

• Advisory votes on executive compensation and the frequency of future say-on-pay votes, with the board recommending annual votes.

• Approval of an amendment to the Equity Incentive Plan to increase the share reserve by 1,250,000 shares.

• Shareholder proposal to adopt a majority voting standard for uncontested director elections, which the board opposes.

Board of directors and corporate governance

• The board consists of eight directors, with a mix of recent industry experience, diversity, and independence; the board is transitioning to annual elections and will be fully declassified after 2028.

• Separate CEO and Chairperson roles, with the Chairperson being an independent director.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, ESG) are composed entirely of independent directors.

• Directors are subject to overboarding limits and stock ownership guidelines.