Information Regarding Executive Officers

FIESTA RESTAURANT GROUP, INC.
14800 Landmark Boulevard, Suite 500Information Regarding the Board of Directors and Committees

Dallas, Texas 75254Director Attendance

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You are invited to attendDuring the 2018fiscal year ended January 3, 2021, our board of directors met or acted by unanimous consent on 21 occasions. During the fiscal year ended January 3, 2021, each of the directors who were on the board attended more than 95% of the aggregate number of meetings of the board of directors and of any committees of the board of directors on which they served. We do not have a policy on attendance by directors at our Annual Meeting of Shareholders,Shareholders. All of our directors attended our 2020 Annual Meeting of Shareholders.

Independence of Directors

As required by the listing standards of NASDAQ, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by our board of directors. Our board of directors determines director independence based on an analysis of such listing standards and all relevant securities and other laws and regulations regarding the definition of “independent.”

Consistent with these considerations, after review of all relevant transactions and relationships between each director, any of his or her family members, and us, our executive officers and our independent registered public accounting firm, the board of directors has affirmatively determined that, other than Mr. Stockinger, all of the members of our board of directors including as nominees for director at the Annual Meeting are independent pursuant to NASDAQ.

Committees of the Board

The standing committees of our board of directors consist of an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Our board of directors may also establish from time to time any other committees that it deems necessary or advisable.

All of the current members of the Audit Committee satisfy the independence requirements of Rule 10A-3 of the Exchange Act and Rule 5605 of the NASDAQ listing standards. Each member of our Audit Committee is financially literate. In addition, Mr. Elker serves as our Audit Committee “financial expert” within the meaning of Item 407 of Regulation S-K of the Securities Act and has the financial sophistication required under the NASDAQ listing standards.

The Audit Committee has the sole and direct responsibility for appointing, evaluating and retaining our independent registered public accounting firm and for overseeing their work. All audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm are approved in advance by our Audit Committee. During the fiscal year ended January 3, 2021, the Audit Committee met or acted by unanimous consent on five occasions. The Audit Committee has adopted a formal written Audit Committee charter that complies with the requirements of the Exchange Act and the NASDAQ listing standards. A copy of the Audit Committee charter is available on the investor relations section of our website at www.frgi.com.

Audit Committee Report

The Company’s management has the primary responsibility for the financial statements and the reporting process, including the Company’s system of internal controls and disclosure controls and procedures. The independent registered public accounting firm audits the Company’s financial statements and expresses an opinion on the financial statements based on their audit. The Audit Committee oversees on behalf of the board (i) the accounting, financial reporting, and internal control processes of the Company, and (ii) the audits of the financial statements and internal controls of the Company. The Audit Committee operates under a written charter adopted by the board.

The Audit Committee reviews and approves the internal audit plan once a year and receives periodic updates of internal audit activity in meetings held at least quarterly throughout the year. Updates include discussions of audit project results, as well as quarterly assessments of internal controls.

The Audit Committee has met and held discussions with management and Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm. Management represented to the Audit Committee that the Company’s financial statements for the year ended January 3, 2021 were prepared in accordance with generally accepted accounting principles. The Audit Committee reviewed and discussed the financial statements with both management and Deloitte. The Audit Committee reviewed with Deloitte such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards including the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 “Communication with Audit Committees”. In addition, the Audit Committee discussed with Deloitte the auditor’s independence from management and the Company including the matters in the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding independent accountant’s communication with the audit committee concerning independence.

The Audit Committee also discussed with Deloitte the overall scope and plans for the audit. The Audit Committee met with Deloitte both with and without management, to discuss the results of their examination, the evaluation of the Company’s internal controls and the overall quality of the Company’s financial reporting.

Management has completed its annual documentation, testing, and evaluation of the Company’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee continues to oversee the Company’s efforts related to its internal controls.

Based on the foregoing, we recommended to the board of directors that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended January 3, 2021, for filing with the Securities and Exchange Commission.

The processes and procedures by which we refer to as the “2018 Annual Meeting”, of FIESTA RESTAURANT GROUP, INC., a Delaware corporation,Compensation Committee considers and determines executive officer compensation and outside directors’ compensation are described in the Compensation Discussion and Analysis included in this Proxy Statement. During the 2020 fiscal year, the Compensation Committee again retained Pearl Meyer & Partners, LLC, which we refer to as “wePearl Meyer”, “us”, “our”,to review the “Company”, “Fiesta Restaurant Group”,Company’s compensation policies, plans, and “Fiesta”.

Dateamounts for the CEO and Time:

Wednesday, May 2, 2018, at 9:00 A.M. (EST)

Place:

Marriott Hotel

255 Biscayne Boulevard Way

Miami, Florida 33131

Record Date:

March 9, 2018

Notice andVoting:

Only shareholdersother executive officers, including the Named Executive Officers. The role of record asPearl Meyer in determining or recommending the amount or form of executive and director compensation, the nature and scope of Pearl Meyer’s assignment and the material elements of the record dateinstructions or directions given to Pearl Meyer with respect to the performance of their duties under the engagement are entitled to receive notice of, and to vote at, the 2018 Annual Meeting, and at any adjournment or postponement thereof. You are entitled to one vote per proposal for each share of common stock held by you.

To Fiesta Restaurant Group Shareholders:

At the meeting, shareholders will be asked to consider and vote upon the following proposals:

(1)     To elect two directors of the Company as Class III directors to serve until their successors have been duly elected and qualified;

(2)     To adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis included in this Proxy Statement under “Executive Compensation”;

(3)     To approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify our board of directors and to provide for the annual election of all directors beginning with the 2019 Annual Meeting ofShareholders;

(4)     To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the 2018 fiscal year; and

(5)     To consider and act upon such other matters as may properly come before the 2018 Annual Meeting.

A list of our shareholders as of the close of business on March 9, 2018 will be available for inspection during business hours for ten days prior to the 2018 Annual Meeting at our principal executive offices located at 14800 Landmark Boulevard, Suite 500, Dallas, Texas 75254.

If you are a shareholder of record, the inspector of election will have your name on a list and you will be able to gain entry to the meeting upon presentation of some form of government-issued photo identification such as a

driver’s license, state-issued ID card or passport. If you are not a shareholder of record, but hold shares through a broker, trustee or nominee, you must provide proof of beneficial ownership as of the record date, such as an account statement or similar evidence of ownership, along with a form of photo identification referred to above. If you do not comply with the procedures outlined above, you will not be admitted to the meeting.

We are taking advantage of the Securities and Exchange Commission rule that allows us to deliver our proxy materials (which include the Proxy Statement included with this notice, our 2018 annual report and form of proxy card) to shareholders via the Internet. As a result, our shareholders will receive a mailing containing only a notice of the meeting instead of paper copies of our proxy materials.

Your vote is important. Whether or not you plan to attend the meeting, please review our proxy materials and request a proxy card to sign, date and return or submit your proxy by telephone or through the Internet. If you attend the meeting in person, you may, if you desire, revoke your proxy and choose to vote in person even if you had previously sent in your proxy card or voted by telephone or the Internet.

Miami, Florida

March 23, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2018 ANNUAL MEETING TO BE HELD ON May 2, 2018: THE PROXY STATEMENT FOR THE 2018 ANNUAL MEETING AND OUR 2017 ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE AT WWW.PROXYVOTE.COM.

The approximate date on which the “Important Notice Regarding the Availability of Proxy Materials” was first sent or given to shareholders was on or about March 23, 2018.

EXECUTIVE SUMMARY

2018 Annual Meeting Information

For additional information about our Annual Meeting, see the section titled“Questions and Answers About the 2018 Annual Meeting.”

Matters to be Voted On at Our 2018 Annual Meeting

How to Cast Your Vote

Shareholders of record can vote by any of the following methods:

•        If you hold your shares beneficially in “street name” through a broker, bank or other nominee, you may be able to complete your proxy and authorize your vote by proxy, by telephone or the Internet as well as by mail. You must follow the instructions provided by your broker or other nominee to vote your shares.

•        If you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of our common stock for you, your shares will not be voted with respect to Proposals 1, 2, and 3 as we do not believe such proposals qualify for discretionary voting treatment by a broker.

•        If you are a beneficial owner holding your shares in “street name” and you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of our common stock for you, your shares of common stock will not be voted with respect to any proposal for which the shareholder of record does not have “discretionary” authority to vote.

Overview of Fiesta Restaurant Group

Overview of Fiesta and Strategic Renewal Plan

Fiesta Restaurant Group operates and franchises two restaurant brands, Pollo Tropical^® and Taco Cabana^®, which have almost 30 and 40 years, respectively, of operating history and loyal customer bases. The brands specialize in the operation of fast-casual, ethnic restaurants that offer distinct and unique Caribbean and Mexican inspired flavors with broad appeal at a compelling value. Our Pollo Tropical restaurants feature citrus marinated, fire-grilled chicken and other freshly prepared tropical inspired menu items, while our Taco Cabana restaurants specialize in Mexican inspired food made fresh by hand.Statement. We believe that both brands offer distinctthe use of an independent compensation consultant provides additional assurance that our compensation programs are reasonable and unique flavorsconsistent with broad appeal at a compelling value,our goals and objectives. The Compensation Committee may form one or more subcommittees, each of which differentiates them inshall take such actions as shall be delegated by the competitive fast-casual and quick-service restaurant segments.

In April 2017, we announced a Strategic Renewal Plan (the “Renewal Plan”) to drive long term shareholder value creation. The Renewal Plan was based on our comprehensive reviewCompensation Committee. All of all aspectsthe members of our business to improve the guest experience and drive our results. The Renewal Plan was designed to significantly improve our long-term business model, consistingCompensation Committee are “independent” as defined under Rule 5605 of the following:NASDAQ listing standards. The Compensation Committee has adopted a formal, written Compensation Committee charter that complies with SEC rules and regulations and the NASDAQ listing

2)      Managing capital and financial discipline;

3)      Establishing platforms for long term growth; and

4)      Optimizing each brands’ restaurant portfolio.

As partstandards. During the fiscal year ended January 3, 2021, the Compensation Committee met or acted by unanimous consent on twelve occasions. A copy of the Renewal Plan, we relaunchedCompensation Committee charter is available on the Pollo Tropical brand in October 2017 and intend to relaunch the Taco Cabana brand in mid-2018. Additional changes to senior management continued over the course of the year as we built a team that will help ensure the successful implementation of the Renewal Plan. The implementation of the Renewal Plan negatively impacted our revenue and profitability during 2017, but we believe this multi-year transformation has positioned us well for the future.

Performance Highlights

Corporate Governance Highlights

Fiesta is committed to effective corporate governance. The following highlightsinvestor relations section of our governance program provide our highly qualified and experienced Board the structure necessary to provide oversight, advice and counsel to our Company. See the section titled “Corporate Governance” for additional information.website at www.frgi.com.

Shareholder Engagement Overview

The Company’s board of directors, Compensation Committee, and management value the opinions of our shareholders. We are committed to being transparent with shareholders on all topics, including our business strategy, governance and compensation programs, and responsive to shareholder feedback provided. During 2017, we engaged with shareholders representing more than 85% of our investor base.

As a result of these conversations, the board of directors has put forth a proposal at this 2018 Annual Meeting to approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify its board of directors and provide for the annual election of all directors beginning with the 2019 Annual Meeting of Shareholders, and the board has recommended that shareholders vote in favor of it.

Based on feedback received during these meetings, as well as historical voting outcomes, we believe our shareholders are generally supportive of the Company’s governance and compensation programs. Nevertheless, we believe these conversations with shareholders are invaluable and will continue to seek shareholder input on similar topics when making future board decisions.

Board Declassification

After considering the advantages and disadvantages of declassification, including through dialogue with our shareholders, the Board determined it is in the best interests of the Company and its shareholders to declassify the Board. The Board believes this change is appropriate given the preferences of our shareholders and our current position as a maturing public company. If approved at the annual meeting, the Board will be fully declassified by the 2019 Annual Meeting of Shareholders.

Majority Voting

In response to strong shareholder support, in 2017, our Board, with the approval of our shareholders, adopted a majority vote standard in uncontested director elections. This enhancement to our governance program is effective

for the 2018 Annual Meeting and we believe this feature will provide shareholders with a more meaningful role in the outcome of uncontested director elections and encourage increased director accountability and oversight.

Board Refreshment

We have an active board refreshment program. Over the past year, we have welcomed two new independent directors to our board, in addition to our Chief Executive Officer. Our board also recently adopted a mandatory retirement policy, which provides that a person is not eligible for election as a director if he or she is older than 75 years of age. Our board members, including our two new independent board members and our Chief Executive Officer, bring significant restaurant and retail industry operating experience.

Community Social Impact

We are committed to being a deeply responsible company in the communities where we do business. Our focus is on serving high quality food to our guests and contributing positively to the communities where our restaurants are located. This is integral to our business strategy. Some of our recent initiatives include:

•        Introducing “No Antibiotics Ever” chicken at our Pollo Tropical restaurants in early 2018, which will provide our guests with higher quality food containing more natural ingredients;

•        Actively working to procure more earth-friendly serving and packaging materials for our products in all of our restaurants;

•        Beginning a program to actively recruit military veterans to work at our restaurants;

•        Providing thousands of hot meals to first responders, victims, elderly residents and others in Texas and in Florida in need during the aftermath of the Hurricanes;

•        Providing hundreds of hot meals to local police, FBI, first responders and local residents in need after the Parkland, Florida school shooting tragedy; and

•        Assisting, through our non-profit Fiesta Family Foundation, many of our employees who have personally suffered losses as a result of the Hurricanes or other hardships.

As a result of these initiatives, we believe we deliver benefits to our stakeholders, including employees, business partners, customers, suppliers, stockholders, community members and others.

FIESTA RESTAURANT GROUP, INC.

TABLE OF CONTENTS

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FIESTA RESTAURANT GROUP, INC.
14800 Landmark Boulevard, Suite 500
Dallas, Texas 75254

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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
May 2, 2018

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This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors of FIESTA RESTAURANT GROUP, INC., a Delaware corporation, to be used at the Annual Meeting of Shareholders, which we refer to as the “2018 Annual Meeting” or the “meeting”, of the Company which will be held at the Marriott Hotel, 255 Biscayne Boulevard Way, Miami, Florida 33131 on Wednesday, May 2, 2018, at 9:00 A.M. (EST), and at any adjournment or adjournments thereof. Only shareholders of record at the close of business on March 9, 2018, which we refer to as the “record date”, will be entitled to vote at the 2018 Annual Meeting. The approximate date on which the “Important Notice Regarding the Availability or Proxy Materials” was first sent or given to shareholders was on or about March 23, 2018.

Holders of our common stock at the close of business on March 9, 2018 will be entitled to vote at the 2018 Annual Meeting. As of March 9, 2018, 27,252,894 shares of our common stock, $0.01 par value per share, were outstanding and each entitled to one vote. Shareholders are entitled to one vote for each share of common stock held. A majority, or 13,626,448 of these shares, present in person or represented by proxy at the 2018 Annual Meeting, will constitute a quorum for the transaction of business.

This Proxy Statement and our 2017 Annual Report are also available atwww.proxyvote.com.

All references in this Proxy Statement to “Fiesta Restaurant Group”, the “Company”, “we”, “us” and “our” refer to Fiesta Restaurant Group, Inc. References to the “board of directors” or “board” refer to the board of directors of Fiesta Restaurant Group.

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QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING

Why did I receive an “Important Notice Regarding the Availability of Proxy Materials”?

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission, which we refer to as the “SEC”, instead of mailing a printed proxy card or printed materials, we have elected to provide access to our proxy materials (which include this Proxy Statement, our 2017 annual report and form of proxy card) via the Internet. A Notice of Internet Availability of Proxy Materials, which we refer to as the “notice” will be mailed to our shareholders of record and beneficial owners (shareholders who own their stock through a nominee such as a bank or broker). The document will instruct shareholders on how to access the proxy materials on a secure website referred to in the notice or how to request printed copies.

In addition, by following the instructions in the notice, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

What are the proposals that will be voted at the meeting?

At the 2018 Annual Meeting, the Company asks you to vote on five proposals:

Proposal 1: to elect two directors of the Company as Class III directors to serve until his successor has been duly elected and qualified;

Proposal 2: to adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s Named Executive Officers, as described in the Proxy Statement under “Executive Compensation”;

Proposal 3: to approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify our board of directors and to provide for the annual election of all directors beginning with the 2019 Annual Meeting ofShareholders;

Proposal 4: to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the 2018 fiscal year; and

Proposal 5: to consider and act upon such other matters as may properly come before the 2018 Annual Meeting.

The board may also ask you to participate in the transaction of any other business that is properly be brought before the 2018 Annual Meeting in accordance with the provisions of our Restated Certificate of Incorporation, as amended, which we refer to as the “Restated Certificate of Incorporation” and Amended and Restated Bylaws, as amended, which we refer to as the “Bylaws”.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING
FOR THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1 AND
FOR PROPOSALS 2, 3 AND 4.

When will the 2018 Annual Meeting be held?

The 2018 Annual Meeting is scheduled to be held at 9:00 A.M. (EST), on Wednesday, May 2, 2018, at the Marriott Hotel, 255 Biscayne Boulevard Way, Miami, Florida 33131.

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Who is soliciting my vote?

In this Proxy Statement, the board is soliciting your vote.

How does the board recommend that I vote?

The board unanimously recommends that you vote by proxy using the proxy card with respect to the proposals, as follows:

•FOR the election of the two named director nominees as Class III directors;

•FOR on an advisory basis, the approval of the non-binding resolution on the compensation of the Company’s Named Executive Officers as described in the Proxy Statement under “Executive Compensation”;

•FOR the approval of an amendment to our Restated Certificate of Incorporation, as amended, to declassify our board of directors and to provide for the annual election of all directors beginning with the 2019 Annual Meeting ofShareholders; and

•FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the 2018 fiscal year.

Why is the board recommending FOR Proposals 1, 2, 3 and 4?

We describe all proposals and the board’s reasons for supporting Proposals 1, 2, 3 and 4 in detail beginning at page 6 of this Proxy Statement.

Who can vote?

Holders of our common stock at the close of business on March 9, 2018, the record date, may vote at the 2018 Annual Meeting.

As of March 9, 2018, there were 27,252,894 shares of our common stock outstanding, each entitled to one vote.

How do I vote if I am a record holder?

You can vote by attending the 2018 Annual Meeting and voting in person, or you can vote by proxy. If you are the record holder of your stock, you can vote in the following four ways:

•By Internet: You may vote by submitting a proxy over the Internet. Please refer to the notice, proxy card or voting instruction form provided to you by your broker for instructions of how to vote by Internet.

•By Telephone: Shareholders located in the United States may vote by submitting a proxy by telephone by calling the toll-free telephone number on the notice, proxy card or voting instruction form and following the instructions.

•By Mail: If you received proxy materials by mail, you can vote by submitting a proxy by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope.

•In Person at the 2018 Annual Meeting: If you attend the 2018 Annual Meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which we will provide to you at the 2018 Annual Meeting. You are encouraged to submit your proxy in advance over the Internet, by telephone or by mail regardless of whether or not you plan to attend the 2018 Annual Meeting.

How do I vote if my common shares are held in “street name”?

If you hold your shares beneficially in street name through a nominee (such as a bank or broker), you may be able to complete your proxy and authorize your vote by proxy by telephone or the Internet as well as by mail. You should follow the instructions you receive from your nominee to vote these shares.

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If you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of our common stock for you, your shares will not be voted with respect to Proposals 1, 2, 3, and 5 as we do not believe such proposals qualify for discretionary voting treatment by a broker. We therefore encourage you to provide voting instructions on a proxy card or a provided voting instruction form to the bank, broker, trustee or other nominee that holds your shares by carefully following the instructions provided in their notice to you.

How many votes do I have?

Shareholders are entitled to one vote per proposal for each share of common stock held.

How will my shares of common stock be voted?

The shares of common stock represented by proxies will be voted in accordance with the directions you make thereon at the 2018 Annual Meeting, but if no direction is given and you do not revoke your proxy, your proxy will be voted:FOR the election of the two named director nominees as Class III directors (Proposal 1);FOR, on an advisory basis, the approval of the non-binding resolution on the compensation of the Company’s Named Executive Officers as described in the Proxy Statement under “Executive Compensation,”(Proposal 2);FOR the approval of an amendment to our Restated Certificate of Incorporation, as amended, to declassify our board of directors and to provide for the annual election of all directors beginning with the 2019 Annual Meeting ofShareholders (Proposal 3); andFOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the 2018 fiscal year (Proposal 4).

What vote is required with respect to the proposals?

Proposals 1, 2, 4 and 5 will be decided by the affirmative vote of a majority of the votes present in person or represented by proxy. A shareholder over the Internet, by telephone, or by mail can vote “FOR,” “AGAINST”

or “ABSTAIN” on these proposals. Each of Proposals 1, 2, 4 and 5 will pass if the total votes cast “for” a given proposal exceed the total number of votes cast “against” and “abstain” on such given proposal.

Proposal 3 will be decided by the affirmative vote of 66 2/3% of the outstanding shares of our common stock.

What is the effect of abstentions and broker non-votes on voting?

Abstentions and broker “non-votes” are included in the determination of the number of shares present at the 2018 Annual Meeting for quorum purposes. Abstentions count as a vote against the proposals. Broker “non-votes” are not counted in the tabulations of the votes cast or present at the 2018 Annual Meeting and entitled to vote on any of the proposals and therefore will have no effect on the outcome of the proposals. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. We anticipate that only Proposal 4 presented at the 2018 Annual Meeting will allow nominees to exercise discretionary voting power.

What happens if Proposal 3, which would declassify our board of directors and provide for the annual election of all directors beginning with the 2019 Annual Meeting ofShareholders, receives a majority of the votes present in person or represented by proxy but not a vote of 66 2/3% of the outstanding shares of our common stock?

Our Restated Certificate of Incorporation, as amended, contains provisions which divide our board of directors into three classes of directors, with the classes as nearly equal in number as possible, each serving three-year terms. In order to declassify our board of directors and provide for the annual election of all directors beginning with the 2019 Annual Meeting ofShareholders, an amendment to the Restated Certificate of Incorporation, as amended, is required and such amendment requires the vote of 66 2/3% of the outstanding shares of our common stock. If this threshold is not met, then the amendment to the Restated Certificate of Incorporation, as amended, will not be adopted and our Board will remain classified with each class of directors continuing to serve a three-year term.

If I have already voted by proxy against the proposals, can I still change my mind?

Yes. To change your vote by proxy, simply sign, date and return the proxy card or voting instruction form in the accompanying postage-paid envelope, or vote by proxy by telephone or via the Internet in accordance with

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the instructions in the notice, proxy card or voting instruction form. We strongly urge you to vote by proxy FOR Proposals 1, 2, 3 and 4. Only your latest dated proxy will count at the 2018 Annual Meeting.

Will my shares be voted if I do nothing?

If your shares of our common stock are registered in your name, you must sign and return a proxy card, vote over the Internet or by telephone or attend the 2018 Annual Meeting and vote in person in order for your shares to be voted.

If your shares of common stock are held in “street name,” that is, held for your account by a broker, bank or other nominee, and you do not instruct your broker or other nominee how to vote your shares, then, because Proposals 1, 2, 3 and 5 are “non-routine matters,” your broker or other nominee would not have discretionary authority to vote your shares on such proposals. If your shares of our common stock are held in “street name,” your broker, bank or nominee has enclosed a proxy card or voting instruction form with this Proxy Statement. We strongly encourage you to authorize your broker or other nominee to vote your shares by following the instructions provided on the proxy card or voting instruction form.

Please return your proxy card or voting instruction form to your broker or other nominee by proxy, simply sign, date and return the enclosed proxy card or voting instruction form in the accompanying postage-paid envelope, or vote by proxy by telephone or via the Internet in accordance with the instructions in the proxy card or voting instruction form. Please contact the person responsible for your account to ensure that a proxy card or voting instruction form is voted on your behalf.

We strongly urge you to vote by proxy FOR Proposals 1, 2, 3 and 4 by proxy over the Internet using the Internet address on the notice or proxy card, by telephone using the toll-free number on the notice or proxy card or by signing, dating and returning a proxy card by mail. If your shares are held in “street name,” you should follow the instructions on your proxy card or voting instruction form provided by your broker or other nominee and provide specific instructions to your broker or other nominee to vote as described above.

What constitutes a quorum?

A majority of the outstanding shares of common stock, present in person or represented by proxy, will constitute a quorum for the transaction of business at the 2018 Annual Meeting. Votes withheld, abstentions and broker non-votes will be counted as present or represented for purposes of determining the presence or absence of a quorum for this meeting. In the absence of a quorum, the 2018 Annual Meeting may be adjourned by a majority of the votes entitled to be cast represented either in person or by proxy.

Whom should I call if I have questions about the 2018 Annual Meeting?

If you have any questions or you need additional copies of the proxy materials, please contactMaria C. Mayer, Senior Vice President, General Counsel & Secretary by mailat 7255 Corporate Center Drive, Suite C, Miami, Florida 33126 or by telephone at (305) 670-7696.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2018 ANNUAL MEETING TO BE HELD ON May 2, 2018: THE PROXY STATEMENT FOR THE 2018 ANNUAL MEETING AND OUR 2017 ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE AT WWW.PROXYVOTE.COM.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Our board of directors is currently divided into three classes of directors, with the classes as nearly equal in number as possible, each serving staggered three-year terms as described below.

The terms of office of our Class I, Class II, and Class III directors are:

•        Class I directors, whose term will expire at the 2019 Annual Meeting of Shareholders and when their successors are duly elected and qualified;

•        Class II directors, whose term will expire at this 2020 Annual Meeting of Shareholders and when their successors are duly elected and qualified; and

•        Class III directors whose term will expire at the 2018 Annual Meeting of Shareholders and when their successors are duly elected and qualified.

Our Class I directors are Stacey Rauch, Paul E. Twohig and Nicholas P. Shepherd; our Class II directors are Brian P. Friedman, Stephen P. Elker and Barry J. Alperin; and our Class III directors are Nicholas Daraviras, Jack A. Smith and Richard C. Stockinger.

Our board of directors is subject to a Mandatory Retirement Policy which provides that (i) effective February 6, 2018, any person (including any currently serving members of our board) shall not be eligible for election as a director of the board if such person is older than 75 years of age, which we refer to as the “Mandatory Retirement Age”. Mr. Smith has reached Mandatory Retirement Age under our Mandatory Retirement Policy and therefore is not eligible to stand for re-election as a Class III director to our board of directors at the 2018 Annual Meeting and Mr. Smith’s term will end at the 2018 Annual Meeting. Effective immediately after the conclusion of the 2018 Annual Meeting, the number of directors on our board of directors will be reduced from nine to eight.

Two directors will be elected at the 2018 Annual Meeting.

At the 2018 Annual Meeting, shareholders are also being asked to vote on a proposal (Proposal 3) to amend the Company’s Restated Certificate of Incorporation, as amended, to declassify the board of directors and provide for the annual election of all directors beginning with the 2019 Annual Meeting of Shareholders (the “Declassification Amendment”). If the Declassification Amendment is approved by shareholders, the two Class III directors who will be elected at the 2018 Annual Meeting will serve for a one year term ending at the 2019 Annual Meeting of Shareholders and all of our directors will then stand for election for a one-year term at the 2019 Annual Meeting of Shareholders. If Proposal 3 is not approved, (i) our board will remain divided into three classes and directors will continue to be elected and serve for three-year terms and (ii) the two directors that will be elected at the 2018 Annual Meeting as Class III directors of the Company will serve for a term of three years expiring at the Annual Meeting of Shareholders to be held in 2021 and until their successors shall have been elected and qualified. For more information about the Declassification Amendment, please see “Proposal 3: Approval of an Amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify our board of directors and to provide for the annual election of all directors beginning at the 2019 Annual Meeting of Shareholders.”

The election of a director requires the affirmative vote of a majority of the shares of common stock voting with respect to such nominee (excluding abstentions and non-votes). Each proxy received will be voted FOR the election of the two directors named below unless otherwise specified in the proxy.

At this time, our board of directors knows of no reason why the Company’s two nominees would be unable to serve. There are no arrangements or understandings between any nominee and any other person pursuant to which such person was selected as a nominee.

Our Corporate Governance and Nominating Committee has reviewed the qualifications of the two Class III director nominees and has recommended the election of the two directors recommended by the board.

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Director Nominees’ Principal Occupations, Business Experience, Qualifications and Directorships

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Your board unanimously recommends a vote FOR the election of our two named Class III nominees to your board of directors, Nicholas Daraviras and Richard C. Stockinger. Proxies received in response to this solicitation will be voted FOR the election of the two named Class III nominees to our board of directors unless otherwise specified in the proxy.

Principal Occupation, Business Experience, Qualifications and Directorships of Other Members of the Board of Directors

The following table sets forth information with respect to each of the other members of the board of directors whose term extends beyond the 2018 Annual Meeting, including the Class of such director and the year in which each such director’s term will expire. Jack A. Smith reached the Mandatory Retirement Age under our Mandatory Retirement Policy and therefore is not eligible to stand for re-election to our board of directors.

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9

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Board Skills Assessment

The Board Skills assessment below illustrates the key skills that our board has identified as particularly valuable to the effective oversight of the Company and our strategy. This highlights the depth and breadth of skills possessed by current directors.

Information Regarding Executive Officers

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Information Regarding the Board of Directors and Committees

Director Attendance

During the fiscal year ended December 31, 2017,January 3, 2021, our board of directors met or acted by unanimous consent on 1221 occasions. During the fiscal year ended December 31, 2017,January 3, 2021, each of the directors who were on the board attended 100%more than 95% of the aggregate number of meetings of the board of directors and of any committees of the board of directors on which they served. We do not have a policy on attendance by directors at our Annual Meeting of Shareholders. All of our directors attended our 20172020 Annual Meeting of Shareholders.

Independence of Directors

As required by the listing standards of NASDAQ, a majority of the members of our board of directors must qualify as “independent,” as affirmatively determined by our board of directors. Our board of directors determines director independence based on an analysis of such listing standards and all relevant securities and other laws and regulations regarding the definition of “independent.”

Consistent with these considerations, after review of all relevant transactions and relationships between each director, any of his or her family members, and us, our executive officers and our independent registered public accounting firm, the board of directors has affirmatively determined that, other than Mr. Stockinger, all of the members of our board of directors including as nominees for director at the Annual Meeting are independent pursuant to NASDAQ.

Committees of the Board

The standing committees of our board of directors consist of an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee, and a Finance Committee. Our board of directors may also establish from time to time any other committees that it deems necessary or advisable.

____________

+Denotes director not nominated for election at the 2018 Annual Meeting

All of the current members of the Audit Committee satisfy the independence requirements of Rule 10A-310A-3 of the Exchange Act and Rule 5605 of the NASDAQ listing standards. Each member of our Audit Committee is financially literate. In addition, Mr. Elker serves as our Audit Committee “financial expert” within the meaning of Item 407 of Regulation S-KS-K of the Securities Act and has the financial sophistication required under the NASDAQ listing standards.

The Audit Committee has the sole and direct responsibility for appointing, evaluating and retaining our independent registered public accounting firm and for overseeing their work. All audit services to be provided to us and all permissible non-auditnon-audit services, other than de minimis non-auditnon-audit services, to be provided to us by our independent registered public accounting firm are approved in advance by our Audit Committee. During the fiscal

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year ended December 31, 2017,January 3, 2021, the Audit Committee met or acted by unanimous consent on fourfive occasions. The Audit Committee has adopted a formal written Audit Committee charter that complies with the requirements of the Exchange Act and the NASDAQ listing standards. A copy of the Audit Committee charter is available on the investor relations section of our website atwww.frgi.com.

Audit Committee Report

The Company’s management has the primary responsibility for the financial statements and the reporting process, including the Company’s system of internal controls and disclosure controls and procedures. The independent registered public accounting firm audits the Company’s financial statements and expresses an opinion on the financial statements based on their audit. The Audit Committee oversees on behalf of the board (i) the accounting, financial reporting, and internal control processes of the Company, and (ii) the audits of the financial statements and internal controls of the Company. The Audit Committee operates under a written charter adopted by the board.

The Audit Committee reviews and approves the internal audit plan once a year and receives periodic updates of internal audit activity in meetings held at least quarterly throughout the year. Updates include discussions of audit project results, as well as quarterly assessments of internal controls.

The Audit Committee has met and held discussions with management and Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm. Management represented to the Audit Committee that the Company’s financial statements for the year ended December 31, 2017January 3, 2021 were prepared in accordance with generally accepted accounting principles. The Audit Committee reviewed and discussed the financial statements with both management and Deloitte. The Audit Committee alsoreviewed with Deloitte such other matters as are required to be discussed with Deloittethe Audit Committee under generally accepted auditing standards including the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board (PCAOB)(“PCAOB”) Auditing Standard No. 1301 “Communication with Audit Committees”. TheIn addition, the Audit Committee also reviewed and discussed with Deloitte the firm’sauditor’s independence from management and the Company and management, including the independent auditor’smatters in the written disclosures and the letter from the independent auditors required by Independent Standards Board Standard No. 1 (Independence Standards Board Standard No. 1,Independence Discussionsapplicable requirements of the PCAOB regarding independent accountant’s communication with Audit Committees) as adopted by the PCAOB.audit committee concerning independence.

The Audit Committee also discussed with Deloitte the overall scope and plans for the audit. The Audit Committee met with Deloitte both with and without management, to discuss the results of their examination, the evaluation of the Company’s internal controls and the overall quality of the Company’s financial reporting.

Management has completed its annual documentation, testing, and evaluation of the Company’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-OxleySarbanes-Oxley Act of 2002 and related regulations. The Audit Committee continues to oversee the Company’s efforts related to its internal controls.

Based on the foregoing, we have recommended to the board of directors that the Company’s audited financial statements be included in its Annual Report on Form 10-K10-K for the year ended December 31, 2017,January 3, 2021, for filing with the Securities and Exchange Commission.

____________

+Denotes director not nominated for election at the 2018 Annual Meeting

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The processes and procedures by which the Compensation Committee considers and determines executive officer compensation and outside directors’ compensation are described in the Compensation Discussion and Analysis included in this Proxy Statement. During the 20172020 fiscal year, the Compensation Committee again retained Pearl Meyer & Partners, LLC, which we refer to as “Pearl Meyer”, to review the Company’s compensation policies, plans, and amounts for the CEO and other executive officers, including the Named Executive Officers. The role of Pearl Meyer in determining or recommending the amount or form of executive and director compensation, the nature and scope of Pearl Meyer’s assignment and the material elements of the instructions or directions given to Pearl Meyer with respect to the performance of their duties under the engagement are described in the Compensation Discussion and Analysis included in this Proxy Statement. We believe that the use of an independent compensation consultant provides additional assurance that our compensation programs are reasonable and consistent with our goals and objectives. The Compensation Committee may form one or more subcommittees, each of which shall take such actions as shall be delegated by the Compensation Committee. All of the members of our Compensation Committee are “independent” as defined under Rule 5605 of the NASDAQ listing standards. The Compensation Committee has adopted a formal, written Compensation Committee charter that complies with SEC rules and regulations and the NASDAQ listing

standards. During the fiscal year ended December 31, 2017,January 3, 2021, the Compensation Committee met or acted by unanimous consent on tentwelve occasions. A copy of the Compensation Committee charter is available on the investor relations section of our website atwww.frgi.com.

____________

*Denotes director up for election at the 2018 Annual Meeting

All of the members of our Corporate Governance and Nominating Committee are “independent” as defined under Rule 5605 of the NASDAQ listing standards. The Corporate Governance and Nominating Committee has adopted a formal written Corporate Governance and Nominating Committee charter that complies with SEC rules and regulations and the NASDAQ listing standards. During the fiscal year ended December 31, 2017,January 3, 2021, the Corporate Governance and Nominating Committee met or acted by unanimous consent on four occasions. A copy of the Corporate Governance and Nominating Committee charter is available on the investor relations section of our website atwww.frgi.com.

Since our 2017 Annual Meeting of Shareholders, the Corporate Governance and Nominating Committee has focused on the following initiatives:

•        Approved a proposal for the 2018 Annual Meeting of Shareholders to declassify our board of directors so that beginning at our 2019 Annual Meeting of Shareholders, our entire board of directors would stand for re-election for a one-year term; and

•        Approved a maximum age of 75 for any director nominee, including a mandatory retirement age for an incumbent director which will preclude an incumbent director from seeking nomination for re-election to our board of directors.

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Nominations for the Board of Directors

The Corporate Governance and Nominating Committee of the board of directors considers director candidates based upon a number of qualifications. The qualifications for consideration as a director nominee vary according to the particular area of expertise being sought as a complement to the existing composition of the board. At a minimum, however, the Corporate Governance and Nominating Committee seeks candidates for director who possess:

•the highest personal and professional ethics, integrity and values;

•the ability to exercise sound judgment;

•the ability to make independent analytical inquiries;

•willingness and ability to devote adequate time, energy, and resources to diligently perform board and board committee duties and responsibilities; and

•a commitment to representing the long-termlong-term interests of the shareholders.

In addition to such minimum qualifications, the Corporate Governance and Nominating Committee takes into account the following factors when considering a potential director candidate:

•whether the individual possesses specific industry expertise and familiarity with general issues affecting our business; and

•whether the person would qualify as an “independent” director under SEC and NASDAQ rules.

The Corporate Governance and Nominating Committee has not adopted a specific diversity policy with respect to identifying nominees for director. However, the Corporate Governance and Nominating Committee takes into account the importance of diversified board membership in terms of the individuals involved and their various experiences and areas of expertise.

The Corporate Governance and Nominating Committee shall make every effort to ensure that the board and its committees include at least the required number of independent directors, as that term is defined by applicable standards promulgated by NASDAQ and/or the SEC. Backgrounds giving rise to actual or perceived conflicts of interest are undesirable. In addition, prior to nominating an existing director for election to the board, the Corporate

Governance and Nominating Committee will consider and review such existing director’s board and committee attendance and performance, independence, experience, skills, and the contributions that the existing director brings to the board.

The Corporate Governance and Nominating Committee has relied upon third-partythird-party search firms to identify director candidates and may continue to employ such firms in the future if so desired. The Corporate Governance and Nominating Committee also relies upon, receives and reviews recommendations from a wide variety of contacts, including current executive officers, directors, community leaders, and shareholders as a source for potential director candidates. The board retains complete independence in making nominations for election to the board.

The Corporate Governance and Nominating Committee will consider qualified director candidates recommended by shareholders in compliance with our procedures and subject to applicable inquiries. The Corporate Governance and Nominating Committee’s evaluation of candidates recommended by shareholders does not differ materially from its evaluation of candidates recommended from other sources. Pursuant to our Bylaws, any shareholder may recommend nominees for director not less than 90 days nor more than 120 days in advance of the anniversary date of the immediately preceding annual meeting of shareholders (provided that if the date of the current year’s annual meeting of shareholders is advanced by more than 30 days, or delayed by more than 70 days from the anniversary date of the immediately preceding annual meeting of shareholders, any shareholder may recommend nominees for director not more than 120 days in advance of the date of the current year’s annual meeting of shareholders and not less than the close of business on the later of the 90th day prior to the date of the current year’s annual meeting of shareholders or the 10th day following the date of the public announcement of the date of the current year’s annual meeting of shareholders), by writing to Maria C. Mayer,Louis DiPietro, Senior Vice President, Chief Legal and People Officer, General Counsel and Secretary, Fiesta Restaurant Group, Inc., 14800 Landmark Boulevard, Suite 500, Dallas, Texas 75254, giving the name, Company stockholdings and contact information of the person making the nomination,

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the candidate’s name, address and other contact information, any direct or indirect holdings of our securities by the nominee, any information required to be disclosed about directors under applicable securities laws and/or stock exchange requirements, information regarding related party transactions with us, the nominee and/or the shareholder submitting the nomination, any actual or potential conflicts of interest, the nominee’s biographical data, current public and private company affiliations, employment history and qualifications and status as “independent” under applicable securities laws and/or stock exchange requirements. All of these communications will be reviewed by our Secretary and forwarded to Stacey Rauch, the Chairman of the Corporate Governance and Nominating Committee, or her successor, for further review and consideration in accordance with this policy. Any such shareholder recommendation should be accompanied by a written statement from the candidate of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director.

____________

*Denotes director up for election at the 2018 Annual Meeting

A copy of the Finance Committee charter is available on the investor relations section of our website atwww.frgi.com.

Board Leadership Structure and Role in Risk Oversight

Board Leadership

Our board of directors believes that our current model of separate individuals serving as Chairman of the board of directors and as Chief Executive Officer is the appropriate leadership structure for us at this time. The board of directors believes that each of the possible leadership structures for a board has its particular advantages and disadvantages, which must be considered in the context of the specific circumstances, culture and challenges facing a company. The Company does not have a member of our board of directors who is formally identified as the “lead independent director.” However, the board of directors has determined that having an independent director serve as Chairman of the board of directors is in the best interest of our shareholders at this time. This structure ensures a greater role for the independent directors in the oversight of Fiesta Restaurant Group, active participation of the independent directors in setting agendas and establishing the board of directors’ priorities and procedures, including with respect to our corporate governance.

Risk Oversight

Our board administers its risk oversight function directly and through its Audit Committee and receives regular reports from members of directors believes that oversight of risksenior management is the responsibility of the full board, with support from its committees and senior management. The board of directors’ principal responsibility in this area is to ensure that sufficient resources, with appropriate technical and managerial skills, are provided throughoutthird parties engaged by the Company perform duties related to identify, assess,its internal audit reviews on areas of material risk to the Company, including operational, financial, legal and facilitate processesregulatory, strategic and practicesreputational risks. Our Audit Committee regularly discusses with management our major risk exposures, their potential financial impact on our Company and the steps we take to address material risks. We believe that the current leadership structure enhancesmanage them. In addition, our Compensation

Committee assists the board in fulfilling its oversight responsibilities with respect to the management of directors’ abilityrisks arising from our compensation policies and programs and succession planning for our executive officers. Our Corporate Governance and Nominating Committee assists the board in fulfilling its oversight responsibilities with respect to fulfill this oversight responsibility, as the Chairman,management of risks associated with the supportboard organization, membership and input of the Chief Executive Officer, is able to focus the board’s attention on the key risks facing us.structure, succession planning for our directors and corporate governance.

Some risks, particularly those relating to potential operating liabilities, the protection against physical loss or damage to our facilities, cybersecurity and the possibility of business interruption resulting from a large loss event, are contained and managed by legal contracts of insurance. Our insurance contracts are reviewed, managed and procured by our Risk Management and Legal departments along with our Chief Financial Officer to optimize their completeness and efficacy.

17Risk Considerations in Executive Compensation

efficacy. We also have a RiskOur Compensation Committee that meets periodically throughout the yearregularly considers risk as it relates to develop and oversee our risk management program. The Risk Committee’s responsibilities include identifyingcompensation programs, including our exposures, developing a risk controlexecutive compensation program, and establishingour Compensation Committee does not believe that our compensation programs encourage excessive or inappropriate risk taking. As described more fully below in “Compensation Discussion and Analysis,” we structure our executive compensation program to consist of both fixed and variable compensation. The fixed (or salary) portion of compensation is designed to provide a risk financing strategy. Periodic presentations are madesteady income regardless of our stock price performance so that executives do not feel pressured to focus exclusively on stock price performance to the boarddetriment of other important business metrics. The variable (cash bonus and equity) portions of compensation are designed to identifyreward both intermediate- and discusslong-term corporate performance and generally are tied to the achievement of company-wide and, in some instances, brand-specific goals. We believe that applying company-wide metrics encourages decision-making by our executives that is in the best long-term interest of our Company and stockholders. Further, we believe that these variable elements of compensation constitute a sufficient portion of overall compensation to motivate our executives to produce short-, intermediate- and long-term corporate results, while the fixed element of compensation is sufficient that our executives are not encouraged to take unnecessary or excessive risks and the mitigation of risk.

In addition, the board believes that the Audit Committee plays a particularly important role in overseeing risk. The Audit Committee assesses and oversees business risks as a component of its review of the business and financial activities of the Company.doing so.

Codes of Ethics

We have adopted written codes of ethics applicable to our directors, officers, and employees in accordance with the rules of the SEC and the NASDAQ listing standards. With respect to our Code of Ethics for Executives and Principal Financial Employees, our policy requires covered employees to execute an annual certification confirming that they understand and will comply with the Code. We make our codes of ethics available on the investor relations section of our website atwww.frgi.com. We will disclose on our website amendments to, or waivers from, our codes of ethics in accordance with all applicable laws and regulations.

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance16 Reports

Based upon a review of the filings furnished to us pursuant to Rule 16a-3(e)16a-3(e) promulgated under the Exchange Act, and on representations from our executive officers and directors and persons, if any, who beneficially own more than 10% of our common stock, all filing requirements of Section 16(a) of the Exchange Act were complied with in a timely manner during the fiscal year ended December 31, 2017,January 3, 2021.

Employee, Officer Director Hedging Policy

Our Insider Trading Policy and Management Insider Trading Policy prohibit directors and executive officers from purchasing securities or other thanfinancial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the Statementmarket value of Changesthe Company’s securities or diminish the full ownership risks and rewards of Beneficial Ownership on Form 4 (“Form 4”) filed by Richard Stockinger on June 9, 2017 reporting the granttheir direct or indirect Company stock holdings, including without limitation “costless collars,” forward sale contracts, equity swaps, and exchange funds.

Shareholder Communications with the Board of Directors

Any shareholder or other interested party who desires to communicate with our Chairman of the board of directors or any of the other members of the board of directors may do so by writing to: Board of Directors, c/o Stacey Rauch, Chairman of the Board of Directors, Fiesta Restaurant Group, Inc., 14800 Landmark Boulevard, Suite 500, Dallas, Texas 75254. Communications may be addressed to the Chairman of the board, an individual director, a board committee, the non-managementnon-management directors, or the full board. Communications will then be distributed to the appropriate directors unless the Chairman determines that the information submitted constitutes “spam,” offensive or inappropriate material, and/or communications offering to buy or sell products or services.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information regarding beneficial ownership of our common stock as of March 9, 20181, 2021 by:

•each person known by us to beneficially own more than 5% of all outstanding shares of our common stock;

•each of our directors, nominees for director, and Named Executive Officers (as set forth in “Executive Compensation-SummaryCompensation-Summary Compensation Table” herein) individually; and

•all of our directors and executive officers as a group.

27,252,89426,282,446 shares of our common stock were outstanding on March 9, 2018.1, 2021.

Except as otherwise indicated, to our knowledge, all persons listed below have sole voting power and investment power and record and beneficial ownership of their shares, other than to the extent that authority is shared by spouses under applicable law.

The information contained in this table reflects “beneficial ownership” as defined in Rule 13d-313d-3 of the Exchange Act. Except as otherwise indicated, the address for each beneficial owner is c/o Fiesta Restaurant Group, Inc., 14800 Landmark Boulevard, Suite 500, Dallas, Texas 75254.

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*        Less than one percent

(1)      Information was obtained from a Schedule 13D/A filed on February 28, 2020 with the SEC. Jefferies owns our shares as follows: (a) Sole Voting Power: 5,262,189, (b) Shared Voting Power: 0, (c) Sole Dispositive Power: 5,262,189 and (d) Shared Dispositive Power: 0. The address for Jefferies is 520 Madison Avenue, New York, New York.

Equity Compensation Plan

The following table summarizes our 2012 Stock Incentive Plan, as amended, which is the equity compensation plan under which our common stock may be issued as of December 31, 2017.January 3, 2021. Our shareholders have approved the Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transaction Procedures

The board of directors has assigned responsibility for reviewing related party transactions to our Audit Committee. The board of directors and the Audit Committee have adopted a written policy pursuant to which certain transactions between us or our subsidiaries and any of our directors or executive officers must be submitted to the Audit Committee for consideration prior to the consummation of the transaction as required by the rules of the SEC. The Audit Committee reports to the board of directors on all related party transactions considered.

The Company, after a competitive process, engaged Jefferies LLC (“Jefferies LLC”), an affiliate of, Messrs. Friedman and Daraviras, two of the members of Fiesta’s board of directors and a subsidiary of Jefferies Financial Group, Inc, a holder of more than 20 percent of the total outstanding shares of the Company, in connection with a refinancing of the Company’s former amended senior credit facility and other advisory services. Jefferies Finance LLC served as lead arranger and sole bookrunner under the Credit Agreement (the “Senior Credit Facility”) dated November 23, 2020 among the Company, Fortress Credit Corp., as administrative agent and collateral agent, and the lenders party thereto. The engagement of Jefferies LLC and the corresponding engagement letter was approved by the Audit Committee in accordance with the Company’s Related Party Transaction Policy as described on page 15 of this proxy statement. The Company paid fees of $1.7 million to Jefferies LLC and reimbursed Jefferies LLC for reasonable out of pocket and ancillary expenses of less than $0.1 million in 2020.

Family Relationships

There are no family relationships between any of our executive officers or directors.

CORPORATE GOVERNANCE

Recent Corporate Governance Initiatives

Over the last few years, we adopted multiple structures to strengthen our board’s independence, ensure robust risk oversight and enhance our Company’s governance and executive compensation programs. The following table of corporate governance highlights is indicative of our commitment to shareholders and desire to ensure Fiesta implements best-in-classbest-in-class corporate governance features, appropriate for our evolving company.

Shareholder Engagement Initiatives

The Company’s board of directors, Compensation Committee, and management value the opinions of our shareholders. We are committed to being transparent with shareholders on all topics, including our business strategy, governance and compensation programs, and responsive to shareholder feedback provided. During 2017, we engaged with over 85% of our shareholders.

As a result of these conversations, the board of directors has put forth a proposal at this 2018 Annual Meeting to approve an amendment to the Company’s Restated Certificate of Incorporation to declassify its board of directors and provide for the annual election of all directors beginning with the 2019 Annual Meeting of Shareholders, and the board has recommended that shareholders vote in favor of it.

Based on feedback received during these meetings, as well as historical voting outcomes, we believe our shareholders are generally supportive of the Company’s governance and compensation programs. Nevertheless, we believe these conversations with shareholders are invaluable and will continue to seek shareholder input on similar topics when making future board decisions.

Board Declassification

After consideringIn 2018, our Board, with the advantages and disadvantages of declassification, including through dialogue with our shareholders, the Board determined it is in the best interests of the company and its shareholders to declassify the Board. The Board believes this change is appropriate given the preferencesapproval of our shareholders, anddeclassified our current position as a maturing public company. If approvedBoard. This enhancement to our governance program became effective at the annual meeting, the Board will be fully declassified by the 2019 annual meeting.Annual Meeting.

Majority Voting

In response to strong shareholder support, in 2017, our Board, with the approval of our shareholders, adopted a majority vote standard in uncontested director elections. This enhancement to our governance program ishas been effective forsince the 2018 Annual Meeting and we believe this feature will provide shareholders with a more meaningful role in the outcome of uncontested director elections and encourage increased director accountability and oversight.

Mandatory Director Retirement Age

Our Board of directors also recently adopted in 2018 a mandatory retirement policy, which provides that a person is not eligible for election as a director if they are older than 75 years of age. The policy also imposes a mandatory retirement age for incumbent directors, which precludes an incumbent director from seeking nomination for re-electionre-election to our board of directors if they have exceeded the age limit. We believe this policy will promote director refreshment and ensure the Fiesta board continues to enjoy the benefits associated with fresh, thoughtful perspectives.

22Board Recruitment

Our Board conducted a national search for a Board member with skills which would complement the existing membership of the Board and which would provide the Company with valuable experience relevant for its Business. In November 2018, we appointed Sherrill Kaplan, an experienced marketing professional with experience in the restaurant and retail industries and with a focus on digital.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The purpose of this Compensation Discussion & Analysis, which we refer to as the “CD&A”, is to provide relevant information to shareholders regarding the Company’s executive compensation processes, procedures, plan designs, and practices with respect to its executive officers named in the Summary Compensation Table, which we refer to each as a “Named Executive Officer” or “NEO”, for 2017.2020. The following are the Company’s NEOs for 2017:2020:

Executive Compensation: Context and Overview

Introduction

The Compensation Committee is committed to designing an executive compensation program that pays for delivering performance in a straightforward manner and promotes the recruitment and retention of our executives. Accordingly, the majority of the compensation for our NEOs is at-riskvariable and based primarily on the Company’s performance. Our Company incentivizes performance through a compensation program structure that reflects an appropriate mix of short-termshort-term and long-termlong-term vehicles. Accordingly, our executives will receive larger rewards when performance objectives are exceeded and conversely, will receive lower, or no rewards, when performance falls below targeted levels. The Compensation Committee continues to place a priority on refining our executive compensation program to align with Fiesta’s business transformation and feedback received from our shareholders, as appropriate.

Business Overview and Strategic Renewal Plan

Fiesta Restaurant Group operates and franchises two restaurant brands, Pollo Tropical® and Taco Cabana®, which have almost 30 and 40 years, respectively, of operating history and loyal customer bases. The brands specialize in the operation of fast-casual, ethnic restaurants that offer distinct and unique Caribbean and Mexican inspired flavors with broad appeal at a compelling value. Our Pollo Tropical restaurants feature citrus marinated, fire-grilled chicken and other freshly prepared tropical inspired menu items, while our Taco Cabana restaurants specialize in Mexican inspired food made fresh by hand. We believe that both brands offer distinct and unique flavors with broad appeal at a compelling value, which differentiates them in the competitive fast-casual and quick-service restaurant segments.

In February 2017, we appointed Richard Stockinger as the CEO of Fiesta Restaurant Group and also announced other changes to our senior management team.

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In April 2017, we announced a Strategic Renewal Plan (the “Renewal Plan”) to drive long term shareholder value creation. The Renewal Plan was based on our comprehensive review of all aspects of our business to improve the guest experience and drive our results. The plan was designed to significantly improve our long-term business model, consisting of the following:

1)      Revitalizing restaurant performance in core markets;

2)      Managing capital and financial discipline;

3)      Establishing platforms for long term growth; and

4)      Optimizing each brands’ restaurant portfolio.

As part of the Renewal Plan, we relaunched the Pollo Tropical brand in October 2017 and intend to relaunch the Taco Cabana brand in mid-2018. Additional changes to senior management continued over the course of the year as we built a team that will help ensure the successful implementation of the Renewal Plan. The implementation of the Renewal Plan negatively impacted our revenue and profitability during 2017, but we believe this multi-year transformation has positioned us well for the future.

2017 Outcomes Aligned with Performance

The Company’s compensation results for 2017 were aligned with the Company’s financial results for the year. We made significant progress against our Renewal Plan. However, our results of SRS and Adjusted EBITDA were negatively impacted by a variety of factors, including, among other things:

•        The Hurricanes;

•        Restaurant closures;

•        Reduced marketing as we implemented the Renewal Plan;

•        Challenging market conditions impacting the restaurant industry; and

•        Costs incurred to improve the quality and consistency of the guest experience including investments in enhanced food quality, hospitality and restaurant environment.

As a result of the progress we made against the Renewal Plan, we awarded our CEO a $550,000 discretionary award and our Senior Vice President of Human Resources a $21,985 discretionary award, for progress and achievements related to the Renewal Plan.

The Role of Shareholder Feedback and Vote Results

The Company’s board of directors, Compensation Committee, and management value the opinions of the Company’s shareholders. The Company is open to receiving feedback from shareholders, and currently provides shareholders with the opportunity to cast an advisory vote to approve NEO compensation every year, or Say-on-Pay.Say-on-Pay. The Compensation Committee considers any feedback it receives from shareholders, as well as the outcome of the vote, when making compensation decisions for NEOs. For the Say-on-PaySay-on-Pay proposal at the 20172020 Annual Meeting, approximately 91%99% of the shares cast on the proposal were voted in favor of the proposal. The Compensation Committee believes that this evidences the Company’s shareholders’ support for its approach to executive compensation. The Compensation Committee will continue to consider shareholder feedback and the outcome of the Company’s Say-on-PaySay-on-Pay votes when making future compensation decisions for its NEOs.

242020 Financial Performance, COVID-19 Response and Progress Against Strategic Initiatives