LOCO El Pollo Loco Holdings, Inc. - 8-K

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)

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