El Pollo Loco (LOCO) Proxy Filing summary

Executive summary

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

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

• Proxy materials and the annual report are available online, and shareholders can vote electronically or by mail.

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.

• Board recommends voting “FOR” all proposals.

• Shareholders can submit proposals for the 2026 meeting by December 18, 2025, and director nominations between January 29 and February 27, 2026.

Board of directors and corporate governance

• Board currently consists of nine directors divided into three classes; a phased declassification is proposed to move to annual elections by 2028.

• Separate Chairperson and CEO roles; current Chairperson is independent.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and ESG, all with independent members.

• Board and committees conduct annual self-evaluations and succession planning.

• Stock ownership guidelines require directors to own shares equal to five times the annual cash retainer.