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

(e) 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 of the amendments to the Equity Incentive Plan. As disclosed in Item 5.07 of this Form 8-K, the Company's stockholders have approved the amendments to the Equity Incentive Plan.

Among other things, the Equity Incentive Plan reflects amendments to (i) increase the number of shares of the Company's common stock available for award grants under the Equity Incentive Plan by 750,000 shares, and provide for a new share limit that is equal to 2,000,000 shares plus the number of shares of common stock reserved, but unissued, under our 2014 Omnibus Equity Incentive Plan at the time the Equity Incentive Plan was originally approved, (ii) increase the limit on the number of shares that may be delivered pursuant to "incentive stock options" granted under the Equity Incentive Plan by 750,000 shares for a new limit of 1,820,477 incentive stock options; and (iii) extend the term of the Equity Incentive Plan to June 8, 2031.

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

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

On June 8, 2021, the Company held its 2021 annual meeting of stockholders ("Annual Meeting"). Of 36,479,051 shares of common stock outstanding and entitled to vote as of April 9, 2021, the record date for the annual meeting, 34,073,001 shares were present in person or represented by proxy, or 93.4%, constituting a quorum. At the Annual Meeting the Company's stockholders voted on four 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 29, 2021.

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 three nominees to serve as Class I directors until the 2024 annual meeting or until their successors are duly elected and qualified. The result of the vote was as follows:




Nominee                   Votes        Votes      Broker
                           For       Withheld    Non-Votes
Bernard Acoca           25,677,997   6,087,099   2,307,905
Carl ("Lili") Lynton    25,110,062   6,655,034   2,307,905
Michael G. Maselli      22,197,310   9,567,786   2,307,905

2. Ratification of appointment of BDO USA, LLP as the Company's independent


    registered public accounting firm

Proposal 2 was the ratification of the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for 2021. The result of the vote was as follows:




Votes For    Votes Against   Abstentions
33,968,159      75,913         28,929

3. Advisory vote regarding approval of the Company's named executive officers'


    compensation

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




Votes For    Votes Against   Abstentions   Broker Non-Votes
31,052,398      692,890        19,808         2,307,905

4. Approval of the 2018 Omnibus Equity Incentive Plan

Proposal 4 was the vote to approve the Company's Equity Incentive Plan, as amended (formerly known as the 2018 Omnibus Equity Incentive Plan), including an amendment to increase the number of shares of Common Stock reserved for issuance thereunder by 750,000 shares (the "Equity Incentive Plan"), the result of the vote was as follows:



75,9
Votes For    Votes Against   Abstentions   Broker Non-Votes
31,075,950      671,808        17,338         2,307,905

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No. Description 10.1 El Pollo Loco Holdings, Inc. Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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