El Pollo Loco (LOCO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 29, 2025, to be held virtually, with stockholders voting on key proposals including director elections, auditor ratification, executive compensation, amendments to the equity incentive plan, and changes to the corporate charter regarding board structure and voting requirements.

• The board recommends voting in favor of all proposals, emphasizing alignment with best governance practices and enhanced accountability.

• The company reported total revenue of $473.0 million and net income of $25.7 million for fiscal 2024, with improved restaurant contribution margins and a focus on cost savings and brand transformation.

Voting matters and shareholder proposals

• Proposals include electing three Class II directors, ratifying BDO USA, P.C. as auditor, advisory approval of executive compensation, amending the equity incentive plan to increase share reserve, declassifying the board, and eliminating supermajority voting requirements.

• The board recommends voting for all director nominees and all proposals.

• Shareholders may submit proposals for the 2026 meeting by December 18, 2025, and director nominations by February 27, 2026.

Board of directors and corporate governance

• The board currently consists of nine directors divided into three classes; a proposal seeks to phase out this classified structure by 2028.

• Separate individuals serve as Chairperson and CEO, with the Chairperson being an independent director.

• The board has adopted a code of business conduct and ethics, corporate governance guidelines, and stock ownership requirements for directors.

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