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, 2018APRIL 30, 2019

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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 “20182019 Annual Meeting” or the “meeting”, of the Company which will be held at the JW Marriott Hotel, 255 Biscayne Boulevard Way,1109 Brickell Avenue, Miami, Florida 33131 on Wednesday, May 2, 2018,Tuesday, April30, 2019, at 9:00 A.M. (EST)(EDT), and at any adjournment or adjournments thereof. Only shareholders of record at the close of business on March 9, 2018,March4, 2019, which we refer to as the “record date”, will be entitled to vote at the 20182019 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.March20, 2019.

Holders of our common stock at the close of business on March 9, 2018March4, 2019 will be entitled to vote at the 20182019 Annual Meeting. As of March 9, 2018, [•] sharesMarch4, 2019, 27,167,117shares 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 [•]13,583,559 of these shares, present in person or represented by proxy at the 20182019 Annual Meeting, will constitute a quorum for the transaction of business.

This Proxy Statement and our 20172018 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.

QUESTIONS AND ANSWERS ABOUT THE 20182019 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 20172018 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-maile-mail on an ongoing basis. Choosing to receive your future proxy materials by e-maile-mail will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials by e-mail,e-mail, you will receive an e-maile-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-maile-mail will remain in effect until you terminate it.

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

At the 20182019 Annual Meeting, the Company asks you to vote on fivefour proposals:

Proposal 1: to elect twothe eight directors ofnamed in the Company as Class III directorsProxy Statement to serve until his successor hasthe next Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified;

Proposal 2: to adopt, on an advisory basis, a non-bindingnon-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 20182019 fiscal year; and

Proposal 54: to consider and act upon such other matters as may properly come before the 20182019 Annual Meeting.

The board may also ask you to participate in the transaction of any other business that is properly be brought before the 20182019 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 4.3.

When will the 20182019 Annual Meeting be held?

The 20182019 Annual Meeting is scheduled to be held at 9:00 A.M. (EST)(EDT), on Wednesday, May 2, 2018,Tuesday, April30, 2019, at the JW Marriott Hotel, 255 Biscayne Boulevard Way,1109 Brickell Avenue, 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:

•FORthe election of the twoeight named director nominees as Class III directors;

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

•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

•FORthe ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the 20182019 fiscal year.

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

We describe all proposals and the board’s reasons for supporting Proposals 1,Proposals1, 2 3 and 43 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,March4, 2019, the record date, may vote at the 20182019 Annual Meeting.

As of March 9, 2018,March4, 2019, there were [•] shares27,167,117shares 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 20182019 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-freetoll-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-paidpostage-paid envelope.

•In Person at the 20182019 Annual Meeting:    If you attend the 20182019 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 20182019 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 20182019 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 Proposals1, 2 3, and 54 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 20182019 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 twoeight named director nominees as Class III directors (Proposal 1);FOR, on an advisory basis, the approval of the non-bindingnon-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 20182019 fiscal year (Proposal 4)3).

What vote is required with respect to the proposals?

ProposalsProposal 1 2,will be decided by the affirmative vote of a majority of the shares of common stock voting with respect to such nominee. Proposals2, 3 and 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,Proposals1,2, 3 and 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”“non-votes” are included in the determination of the number of shares present at the 20182019 Annual Meeting for quorum purposes. Abstentions count as a vote against the proposals. Broker “non-votes”“non-votes” are not counted in the tabulations of the votes cast or present at the 20182019 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”“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 43 presented at the 20182019 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-paidpostage-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,Proposals1, 2 3 and 4.3. Only your latest dated proxy will count at the 20182019 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 20182019 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,Proposals1, 2 3 and 54 are “non-routine“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-paidpostage-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 Proposals1, 2 3 and 43by proxy over the Internet using the Internet address on the notice or proxy card, by telephone using the toll-freetoll-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 20182019 Annual Meeting. Votes withheld, abstentions and broker non-votesnon-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 20182019 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 20182019 Annual Meeting?

If you have any questions or you need additional copies of the proxy materials, please contactMaria C. Mayer,Louis DiPietro, Senior Vice President, General Counsel & Secretary by mailat 7255 Corporate Center Drive, Suite C, Miami, Florida 33126 or by telephone at (305) 670-7696.671-1257.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20182019 ANNUAL MEETING TO BE HELD ON May 2, 2018:APRIL30, 2019: THE PROXY STATEMENT FOR THE 20182019 ANNUAL MEETING AND OUR 20172018 ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE ATWWW.PROXYVOTE.COM.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our board ofcurrent directors is currently divided into three classes ofare Stacey Rauch, Barry J. Alperin, Nicholas Daraviras, Stephen P. Elker, Brian P. Friedman, Sherrill Kaplan, Nicholas P. Shepherd, Paul E. Twohig, and Richard C. Stockinger. Eight 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 expirebe elected 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.Meeting.

Our board of directors is subject to a Mandatory Retirement Policy which provides that (i) effective February 6,February6, 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. SmithMr.Alperin has reached Mandatory Retirement Age under our Mandatory Retirement Policy and therefore is not eligible to stand for re-election as a Class III directorre-election to our board of directors at the 20182019 Annual Meeting and Mr. Smith’sMr.Alperin’s term will end at the 20182019 Annual Meeting. Effective immediately after the conclusion of the 20182019 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)non-votes). Each proxy received will be voted FOR the election of the twoeight directors named below unless otherwise specified in the proxy.

At this time, our board of directors knows of no reason why the Company’s twoeight 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 IIIeight director nominees and has recommended the election of the twoeight 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 twoeight named Class IIIdirector nominees to your board of directors, Stacey Rauch, Nicholas Daraviras, Stephen P. Elker, Brian P. Friedman, Sherrill Kaplan, Nicholas P. Shepherd, Paul E. Twohig and Richard C. Stockinger. Proxies received in response to this solicitation will be voted FOR the election of the twoeight named Class IIIdirector 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.

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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*        On March 20, 2019, the Company announced that Mr. Meisenheimer will no longer serve as Senior Vice President, Chief Operating Officer and President of Pollo Tropical effective May 1, 2019.

Information Regarding the Board of Directors and Committees

Director Attendance

During the fiscal year ended December 31, 2017,December30, 2018, our board of directors met or acted by unanimous consent on 12ten occasions. During the fiscal year ended December 31, 2017,December30, 2018, each of the directors who were on the board attended 100%more than 85% 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 20172018 Annual Meeting of Shareholders.Shareholders, except for Nicholas Shepherd.

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,Mr.Stockinger, all of the members of our board of directors 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.

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+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. ElkerMr.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,December30, 2018, the Audit Committee met or acted by unanimous consent on four 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, 2017December30, 2018 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,December30, 2018, for filing with the Securities and Exchange Commission.

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+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 20172018 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,December30, 2018, the Compensation Committee met or acted by unanimous consent on tenfive occasions. A copy of the Compensation Committee charter is available on the investor relations section of our website atwww.frgi.com.

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*Denotes director up for election at        Mr.Shepherd was a member of the 2018 Annual MeetingCorporate Governance and Nominating Committee until February 25, 2019.

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,December30, 2018, the Corporate Governance and Nominating Committee met or acted by unanimous consent on foursix 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 20172018 Annual Meeting of Shareholders, the Corporate Governance and Nominating Committee has focused on the following initiatives:

•        ApprovedConducted 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-electionnational search for a one-year term; andnew Board member which resulted in the appointment of a new board member in November 2018

•        Approved a maximum age of 75Fully implemented policies adopted in 2018, including mandatory director retirement and declassified board

•        Updated our processes 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 ourevaluating board of directors.and committee effectiveness and performance

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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, 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 oversightsenior management on areas of material risk 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 throughout the Company, including operational, financial, legal and regulatory, strategic and reputational 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 identify, assess, and facilitate processes and practices 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

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efficacy. We also have a Risk Committee that meets periodically throughout the year to develop and oversee our risk management program. The Risk Committee’s responsibilities include identifying our exposures, developing a risk control program, and establishing a risk financing strategy. Periodic presentations are made to the board to identify and discuss risks and the mitigation of risk.

In addition,Risk Considerations in Executive Compensation

Our Compensation Committee regularly considers risk as it relates to our compensation programs, including our executive compensation program, and our 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 steady income regardless of our stock price performance so that executives do not feel pressured to focus exclusively on stock price performance to the board believesdetriment of other important business metrics. The variable (cash bonus and equity) portions of compensation are designed to reward both intermediate- and long-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 Audit Committee playsbest long-term interest of our Company and stockholders. Further, we believe that these variable elements of compensation constitute a particularly important rolesufficient 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 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.

Section 16(a) Beneficial Ownership Reporting Compliance

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,December30, 2018, other than the Statement of Changes of Beneficial Ownership on Form 4 (“Form 4”) filed by Richard StockingerPaul E Twohig on June 9, 2017August7, 2018 reporting the grantdisposal of performance awards on June 2, 2017, the Form 4 filed by Brian P. Friedman on September 15, 2017 reporting the acquisitionshares of our common stock on September 12, 2017 and the Form 4 filed by Jack A. Smith on May 22, 2017 reporting the acquisition of our common stock on May 17, 2017.March8, 2018.

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, 2018March4, 2019 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.

[•] shares27,167,117shares of our common stock were outstanding on March 9, 2018.March4, 2019.

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.

(2)      Information was obtained from a Schedule 13G/A filed on January 23, 201828, 2019 with the SEC. The address for BlackRock Inc. is 55 East 52nd Street, New York, New York 10055.

(3)      Information was obtained from a Statement of Changes in Beneficial Ownership on Form 4 filed on March 2,November 28, 2018 with the SEC. The address for Leucadia National Corporation (“Leucadia”)Jefferies is 520 Madison Avenue, New York, New York.

(4)      Information was obtained from a Schedule 13G/A13G filed on February 14, 2018 with the SEC. The address for Wasatch Advisors, Inc. is 505 Wakara Way, Salt Lake City, Utah 84108.

(5)     Information was obtained from a Schedule 13G/A filed on February 9, 201811, 2019 with the SEC. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd. Malvern, PA 19355.

(6)(5)      Information was obtained from a Schedule 13G filed on February 9, 20188, 2019 with the SEC (the “Dimensional Fund Advisors Schedule 13G”). Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisersub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Dimensional Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-advisersub-adviser to certain Dimensional Funds. In its role as investment advisor, sub-advisersub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Dimensional Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Dimensional Funds. However, all securities reported in the Dimensional Fund Advisors Schedule 13G are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of the Dimensional Fund Advisors Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. The address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas, 78746.

(7)     Mr. Zirkman(6)      Ms. Schweinfurth served as our Senior Vice President, General CounselChief Financial Officer, and SecretaryTreasurer until June 7, 2017.January 25, 2019. Information was obtained from a Statement of Changes in Beneficial Ownership on Form 4 filed March 8, 20177, 2018 with the SEC. The address of Ms. Schweinfurth is c/o Red Robin Gourmet Burgers, Inc., 6312 S. Fiddler’s Green Circle, Suite 200N, Greenwood Village, Colorado 80111.

(7)      On March 20, 2019, the Company announced that Mr. ZirkmanMeisenheimer will no longer serve as Senior Vice President, Chief Operating Officer and President of Pollo Tropical effective May 1, 2019.

(8)      Ms. Mayer served as our Senior Vice President, General Counsel and Secretary until December 14, 2018. Information was obtained from a Statement of Changes in Beneficial Ownership on Form 4 filed March 7, 2018 with the SEC. The address of Ms. Mayer is PO Box 59924, Dallas, TX 75229.4500 N. Jefferson Avenue, Miami Beach, Florida 33140.

(8)(9)      Includes 28,668 shares28,668shares of common stock held by 2055 Partners L.P., which we refer to as “2055 Partners”, and 36,270 shares39,842shares of our common stock held directly by Mr. Friedman. Mr. FriedmanMr.Friedman. Mr.Friedman is the President and a director of Leucadia. Mr. FriedmanJefferies. Mr.Friedman disclaims beneficial ownership over our shares held by Leucadia. Mr. FriedmanJefferies. Mr.Friedman is the general partner of 2055 Partners and, in such capacity, may be deemed to beneficially own the 28,668 shares28,668shares of our Common Stock beneficially owned by 2055 Partners. The address of Mr. FriedmanMr.Friedman is c/o Leucadia National Corporation,Jefferies, 520 Madison Avenue, New York, New York 10022.

(9)(10)    Includes 28,668 shares28,668shares of Common Stock held by 2055 Partners as reported in footnote (8) above.

Equity Compensation Plan

The following table summarizes our 2012 Stock Incentive Plan, which is the equity compensation plan under which our common stock may be issued as of December 31, 2017.December30, 2018. 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.

Family Relationships

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

Our 2018 performance and corresponding CEO short-term incentive bonus and long-term incentive achievement illustrates how our financial results are closely aligned with CEO compensation. Specifically, while our board and Compensation Committee recognized the significant positive contributions from our CEO in connection with the progress we made against the key initiatives underlying our Renewal Plan, our CEO did not receive an annual incentive bonus given that we did not achieve the performance levels established by our Compensation Committee pursuant to the short-term cash incentive program. Additionally, the threshold stock price for the initial performance stock unit tranche scheduled to vest in March 2018 was not met and therefore the underlying performance stock units were rolled over to subsequent performance periods in accordance with the terms of the performance stock unit award.

Executive Compensation Philosophy

Fiesta’s compensation philosophy is designed to strike an appropriate balance between aligning executive compensation with financial performance and promoting retention. We strongly believe that our compensation program is aligned with this compensation philosophy and that the at risk compensation components have delivered value and encouraged sustainable shareholder value creation.

Our executive compensation program is designed to achieve the following key objectives:

•Motivate executives to enhance long-termlong-term shareholder value

•Reinforce Fiesta’s pay for performance culture by aligning executive compensation with Fiesta’s business objectives and financial performance

•Provide competitive market compensation that allows Fiesta to attract and retain talented high-qualityhigh-quality executives

•Use incentive compensation to promote desired behavior without encouraging unnecessary or excessive risk-takingrisk-taking

Executive Compensation Components

Base Salary

The Compensation Committee reviews and considers salary increases of our NEOs on an annual basis, taking into consideration factors such as the Company’s compensation philosophy and strategy, the Company’s performance, individual executive performance and tenure, internal equity among executives, and competitive market pay levels. In October 2016,

Short-Term Incentive

Prior to 2017, the Compensation Committee primarily utilized a formulaic methodology for Short-Term Incentive payouts. Historically, cash awards for executives were primarily earned through performance-based incentive awards tied to corporate, brand, individual executive performance, and, to a lesser extent, discretionary awards.

However, in fiscal 2017, the Company relied on a discretionary cash award program due to the on-boarding of a new CEO, the development and implementation of the Renewal Plan, and the reset of performance expectations for the business. This plan was intended to recognize the improvement in profitability, turnaround and strategic plan for the Company, and successful management transition achieved by the Company. The Compensation Committee wanted to ensure that the incentives were aligned with the creation of long-term shareholder value and agreed to work closely with the CEO to evaluate the Company’s financial performance improvements and overall financial condition throughout the year to determine whether or not discretionary awards would be paid for the fiscal year. The Compensation Committee’s determinations were not based on a formulaic, objective or quantifiable standard; rather the individual performance considerations were factors, among others, that were generally taken into account in the course of many subjective judgments in connection with the compensation decision.

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The Compensation Committee determined that, based on the Company’s performance results in fiscal year 2017, none of the NEO’s would receive discretionary awards based on company performance. However, Messrs. Stockinger and Dinkins received discretionary awards, which were limited to $550,000 and $21,985, respectively, for their efforts with respect to the Renewal Plan. Mr. Meisenheimer and Ms. Schweinfurth received retention bonuses pursuant to the Meisenheimer Agreement and the Schweinfurth Agreement, respectively, which are defined and described on pages 35, 36 and 37 of this Proxy Statement and Ms. Mayer, Mr. Locke and Mr. Dinkins received signing bonuses based on their respective offer letters, which are described on pages 37 and 38 of this Proxy Statement.

In 2018, the performance stock unit portion of the annual equity grants to the NEOs (excluding the CEO) were structured to align with the CEO’s remaining closing price performance conditions of $30, $35, and $40. The number of market-based performance stock units granted was determined by multiplying three and the number of restricted stock grants awarded to each NEO (other than our CEO) in 2018 given that the performance stock unit award is intended to represent three years of performance stock unit grants. The restricted stock portion of the grant will continue to be made annually to provide ongoing performance and retention incentives.

Restricted Stock

The use of restricted stock creates stock ownership opportunities and retention strength. The 2017With respect to our NEOs (other than our CEO), the 2018 restricted stock grants represented 50% of each of Ms. Schweinfurth’s and Mr. Meisenheimer’sour NEO’s annual equity target opportunity. On March 6, 2017March5, 2018, the restricted stock grants were made to the following NEOs employed on such date and to certain of our other employees: Mr. Stockinger, Mr. MeisenheimerMs. Schweinfurth and Ms. SchweinfurthMayer were granted 72,290, 6,62712,033 and 10,844 shares6,017shares of restricted stock, respectively. Mr. Stockinger’s grant was made pursuant to the Stockinger Employment Agreement, as definedMessrs. Meisenheimer, Dinkins and described below.Locke were granted 7,353, 5,081 and 6,017shares of restricted stock, respectively. The 20172018 restricted stock awards vest 25% on each anniversary date over four years. The 2015 and 2016Mr.Stockinger did not receive a restricted stock awards vest 25% on each anniversary date over four years if the minimum performance condition for vesting is met each year. This performance condition requires the Company to achieve at least 75% of its EBT target each yeargrant in order for the restricted stock to vest at the time the service condition is satisfied, which we refer to as the “Performance Condition”. EBT refers to income before taxes, which is set forth in Note 11 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2017. This Performance Condition prevents shares from vesting at the vesting date if the Company did not achieve at least 75% of its EBT target for the preceding year. The 2015 and 2016 restricted stock awards for Ms. Schweinfurth and Mr. Meisenheimer were amended in 2017 to provide that the Performance Condition was not applicable to the second 25% of the 2016 restricted stock awards which vested on February 27, 2018 and the third 25% of the 2015 restricted stock awards which vested on March 2, 2018.

Richard C. Stockinger was appointed Chief Executive Officer and President of the Company effective February 28, 2017. On February 24, 2017, the Company entered into an Executive Employment Agreement, which we refer to as the “Stockinger Employment Agreement”, with Mr. Stockinger and which is further described on pages 42 to 44 of this Proxy Statement. Pursuant to the Stockinger Employment Agreement, Mr. Stockinger received a grant of restricted common stock and market based performance stock units of the Company pursuant to the Plan with a value (based on the closing market price of the common stock on March 6, 2017) of $3,000,000 (not fair value), which consisted of 50% time-based restricted stock of the Company granted on March 6, 2017 vesting 25% on each anniversary date over four years and 50% market based performance stock units of the Company granted on June 2, 2017 as further described below.

Performance Stock Units

The use of performance stock units creates alignment between long-termlong-term pay and long-termlong-term company performance. On June 2, 2017, Mr. Stockinger, andEach NEO is generally granted market-based performance stock units during the first 12months following the date on June 7, 2017, Mr. Meisenheimer andwhich such NEO joins the Company. Consistent with this approach, on March5, 2018 Ms. Mayer, Ms. Schweinfurth and Messrs. Meisenheimer, Dinkins and Locke were granted market based-based performance restricted stock units under the Plan for 72,290, 6,62718,049, 36,097, 22,059, 15,241 and 10,844 shares18,049shares of common stock, respectively. Mr. Stockinger’s grant of market based performance restricted stock units (which are described below) were granted pursuant to the Stockinger Employment Agreement. The 2017 market based performance stock unit grants represented 50% of each of Ms. Schweinfurth and Mr. Meisenheimer’s total annual equity target opportunity. The market based performance criterion for the performance stock units for Ms. Mayer, Ms. Schweinfurth and Mr.Messrs. Meisenheimer, which was amended in 2017 following the grant on June 7, 2017,Dinkins and Locke, is as follows: (i) 33 1/3% vests on March 6, 2018 upon the Company’s common stock achieving a closing market price at or above $25.00 for the last 20 trading days of the period between March 6, 2017 and March 6, 2018 with March 6, 2018 as the last day of such period, (ii) 33 1/3% vests on March 6,March6, 2019 upon the Company’s common stock achieving a closing market price at or above $30.00 for the last 20 consecutive trading days ofat any point during the period between March 6,March6, 2018 and March 6,March6, 2019, with March 6, 2019 as the last day of such period, (iii)(ii) 33 1/3% vests on March 6,March6, 2020 upon the Company’s common stock achieving a closing market price at or above $35.00 for the last 20 consecutive trading days ofat any point during the period between March 6,March6, 2019 and March 6,March6, 2020, with March 6,(iii) 33 1/3% vests on March6, 2021 upon the Company’s common stock achieving a closing market price at or above $40.00 for 20 consecutive trading days at any point during the period between March6, 2020 as the last of day of such periodand March6, 2021 and (iv) the employment of such NEO by the Company on the applicable vesting date. If the Company common stock target price above for any performance period is not met, any unvested shares of the Company common stock will be rolled over to the subsequent performance period on a pro rata basis and subject to the Company common stock target price for such subsequent performance period.

Pursuant to the Stockinger Employment Agreement, Mr. Stockinger received a grant on June 2, 2017 of market based Mr.Stockinger did not receive performance stock units of the Company of 72,290 shares of common stock pursuant to the Plan, which

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represented 50% of Mr. Stockinger’s total annual equity target opportunity. The market based performance criterion for the vesting of Mr. Stockinger’s performance-based restricted stock units is as follows: (i) 25% vests on March 6, 2018 upon the Company common stock achieving a closing market price at or above $25.00 for 20 consecutive trading days at any point during the period between March 6, 2017 and March 6, 2018, (ii) 25% vests on March 6, 2019 upon the Company common stock achieving a closing market price at or above $30.00 for 20 consecutive trading days at any point during the period between March 6, 2018 and March 6, 2019, (iii) 25% vests on March 6, 2020 upon the Company common stock achieving a closing market price at or above $35.00 for 20 consecutive trading days at any point during the period between March 6, 2019 and March 6, 2020, (iv) 25% vests on March 6, 2021 upon the Company common stock achieving a closing market price at or above $40.00 for 20 consecutive trading days at any point during the period between March 6, 2020 and March 6, 2021 and (v) the employment of Mr. Stockinger by the Company on the applicable vesting date. If the Company common stock target price above for any performance period is not met, any unvested shares of the Company’s common stock will be rolled over to the subsequent performance period on a pro rata basis and subject to the Company common stock target price for such subsequent performance period.

The Committee determined that the grant mix of 50% restricted stock and 50% performance stock units continues to be appropriate. In 2018, the performance stock unit portion of the annual equity grants to the NEOs (excluding the CEO) were structured to align with the CEO’s remaining closing price performance conditions of $30, $35, and $40. The 2018 performance stock unit awards represent 3 years of performance stock unit grants, and therefore it is not anticipated that these NEOs will receive additional performance stock unit grants until 2021. The restricted stock portion of the grant will continue to be made annually to provide ongoing performance and retention incentives.

Retention Bonus

In November 2016, the Company entered into agreements with certain key employees including several of our NEO’s that provided for retention bonuses and severance arrangements. The purpose of such agreements was to ensure continuity in our senior management team by increasing the likelihood that such key senior executives would remain employed with the Company while the Company was engaged in searching for a new Chief Executive Officer and after a new Chief Executive Officer was appointed.2018.

The Company entered into an agreement, which we refer to as the “Schweinfurth Agreement”, with Ms. Schweinfurth on November 4, 2016 which is further described on pages 35, 36 and 45 to 47 of this Proxy Statement. Pursuant to the Schweinfurth Agreement, Ms. Schweinfurth was entitled to a retention bonus payments of $150,000 which was paid in February 2017 and $150,000 which will be paid in March 2018 subject to the provisions of the Schweinfurth Agreement.

The Company entered into an agreement, which we refer to as the “Meisenheimer Agreement” with Mr. Meisenheimer on November 4, 2016 which is further described on pages 37, 44 and 45 of this Proxy Statement. Pursuant to the Meisenheimer Agreement, Mr. Meisenheimer was entitled to a retention bonus payments of $175,000 which was paid in February 2017 and $175,000 which will be paid in March 2018 subject to the provisions of the Meisenheimer Agreement.

The Company entered into an agreement, which we refer to as the “Zirkman Agreement” with Mr. Zirkman on November 4, 2016 which is further described on pages 36 and 47 of this Proxy Statement. Pursuant to the Zirkman Agreement, Mr. Zirkman was entitled to a retention bonus payment of $100,000 which was paid in February 2017 subject to the provisions of the Zirkman Agreement.

Additional Compensation Policies and Practices

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Executive Stock Ownership Guidelines

Executives of the Company are expected to acquire and continue to hold shares of the Company’s common stock having an aggregate market value which equals or exceeds a multiple of base salary as outlined below within five years of being named an executive.

The following sets forth the minimum stock ownership level for each NEO:

____________

(1)      Ms. Schweinfurth served as Senior Vice President, Chief Financial Officer and Treasurer of the Company until January 25, 2019.

(2)      On March 20, 2019, the Company announced that Mr. Meisenheimer will no longer serve as Senior Vice President, Chief Operating Officer and President of Pollo Tropical effective May 1, 2019.

(3)      Ms. Mayer was no longer employed with the Company effective December 14, 2018.

Only actual shares owned by each executive, including direct and indirect ownership as reported to the SEC, count toward compliance with these guidelines.

Compensation Clawback Policy

The Company has adopted a compensation clawback policy. The NEOs are covered by the policy, which enables the board of directors to seek repayment of incentive compensation that was paid based on financial results that are subsequently restated whereby the amount of incentive compensation that would have been awarded or earned based on the restated financial results is lower than what was paid based on the original financial results. This policy will be reviewed from time to time to ensure that it is compliant with any SEC requirements.

Executive Compensation Roles and Responsibilities

Compensation Committee

The Compensation Committee establishes the overall compensation philosophy and strategy for the NEOs, determines the Chief Executive Officer’s compensation, and reviews and approves compensation levels, plan designs, policies, and practices that it believes are aligned with this philosophy and strategy and that are in the best interests of the Company and its shareholders. Although the Compensation Committee receives input from the Chief Executive Officer (particularly with respect to the other NEOs), executive leadership, and its independent compensation advisor, the Compensation Committee makes its own independent determinations regarding executive compensation.

Chief Executive Officer

The Chief Executive Officer attends portions or all of certain Compensation Committee meetings and makes specific recommendations to the Compensation Committee with respect to each NEO’s compensation other than his own. This information is reviewed and considered by the Compensation Committee along with all other relevant factors and circumstances. The Chief Executive Officer is never present when the Compensation Committee meets in executive sessions to discuss the compensation of the NEOs.

Executive Leadership

Various members of executive leadership provide information from time to time either to the Chief Executive Officer or to the Compensation Committee directly. For example, the Chief Financial Officer provides information regarding financial performance and payouts under the short-termshort-term incentive program and the General Counsel providesand Senior Vice President, Human Resources, provide information regarding executive compensation policies and practices such as stock ownership requirements.

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Independent Compensation Advisor

The Compensation Committee has the authority to retain a compensation advisor. Since 2012, the Compensation Committee has annually chosen to retain Pearl Meyer as its compensation advisor. In selecting Pearl Meyer, the Compensation Committee considered the SEC’s independence criteria and concluded that Pearl Meyer

is independent per the criteria and that the work of Pearl Meyer did not raise any conflicts of interest. Pearl Meyer reports directly to the Compensation Committee, and provides no other services to the Company. Pearl Meyer’s services to the Compensation Committee include providing periodic data and information regarding market pay practices and trends, as well as assisting in the development of appropriate compensation program designs and policies, and the preparation of the CD&A. The Compensation Committee has been satisfied with Pearl Meyer’s services.

Change of Control Agreements

The Stockinger Employment Agreement provides for certain potential enhanced benefits upon a termination of employment following a change of control of the Company which is further described on pages 42 to 4431 and 32 of this Proxy Statement.

During 2017,2018, the Company did not have change of control agreements with any of its other NEOs.

The Plan and individual award agreements for awards of restricted stock and performance stock units contain a change of control provision. Under the Plan and individual award agreements for restricted stock, in the event of a change of control of the Company, the vesting provisions on all outstanding unvested restricted shares shall be accelerated and such shares will become fully vested and free of all restrictions. With regard to performance stock units, in the event of a change of control, if the performance stock unit awards (i) are not continued by the Compensation Committee, or not assumed or replaced in an equitable manner to the holder by the successor entity or company after a change in control, then a portion of such performance stock unit award that would have vested as of the scheduled vesting date if the Company were to achieve the target performance level for the performance period shall immediately vest, and (ii) are continued by the Compensation Committee, or are assumed or replaced in an equitable manner to the holder by the successor entity or company after a change of control and if the holder of such performance stock unit award is terminated by the Company for reasons other than cause (as defined under the Plan) or the result of a voluntary termination by the holder, or employment is terminated by the holder for good reason (as defined under the Plan) within one year of the date of the change of control, a portion of such performance stock unit award that would have vested as of the scheduled vesting date if the Company were to achieve the target performance level for the performance period shall immediately vest.

The Role of Benchmarking

The Compensation Committee periodically requests data and information regarding the pay practices and program designs of other, similar companies. However, the Compensation Committee does not benchmark or target a specified pay level or percentile, nor does it follow the practices of similar companies. Instead, the Compensation Committee considers this information along with all other relevant facts and circumstances facing the Company and the executives. Such factors include Company performance, individual executive performance, internal equity, succession planning, affordability, return on investment, accounting expense, tax deductibility and shareholder dilution. During 2017,2018, the Compensation Committee did not request such data and information.

Retirement Benefits

The Company provides and maintains a 401(k) Savings Plan, which we refer to as the “401(k) Plan”, and a Deferred Compensation Plan, which we refer to as the “Deferred Compensation Plan”, which are intended to provide the Company’s team members with a competitive tax-deferred long-termtax-deferred long-term savings vehicle. The 401(k) Plan is a qualified 401(k) plan and the Deferred Compensation Plan is a non-qualifiednon-qualified deferred compensation plan. The NEOs are not eligible to participate in a qualified 401(k) plan once they have been excluded as “highly compensated” employees (as defined under the Code). Under the Deferred Compensation Plan, eligible employees may elect to voluntarily defer portions of their base salary and annual bonus. An eligible employee may elect, with a deferral agreement, to defer all or a specified amount or percentage of base salary and, if applicable, all or a specified amount or percentage of cash bonuses. All amounts deferred by the participants earn interest at 8% per annum. The Company does not provide any matching contributions to the Deferred Compensation Plan.

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Executive Perquisites

We did not provide any perquisitesIn October 2018, the Compensation Committee approved a monthly housing allowance to our NEOsbe paid to Mr.Locke in 2017.the amount of $1,500. Total housing allowance payments to Mr.Locke in 2018 totaled $2,769.

Tax Implications

The Compensation Committee has considered the impact of Section 162(m) of the Code. This section disallows a tax deduction for any publicly-heldpublicly-held corporation for individual compensation to certain executives of such corporation exceeding $1,000,000 in any taxable year, unless compensation is performance-based.performance-based. It is the intent of the Company and the Compensation Committee to maximize the deductibility of our executives’ compensation whenever possible. However, the Compensation Committee does not believe that compensation decisions should be based solely upon the amount of compensation that is deductible for federal income tax purposes. Accordingly, the Compensation Committee reserves the right to award compensation that is or could become non-deductiblenon-deductible when it believes that such compensation is consistent with our strategic goals and in our best interests.

Report of the Compensation Committee

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-KS-K with management and, based on such review and discussions, the Compensation Committee recommended to the Company’s board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for the fiscal year ended December 31, 2017December30, 2018 were Paul Twohig, Stacey Rauch, Nicholas P Shepherd and Brian P. Friedman, and Jack A. Smith.Friedman. None of the members of the Compensation Committee were, during such year, an officer of the Company or any of our subsidiaries or had any relationship with us other than serving as a director. In addition, no executive officer served as a director or a member of the compensation committee of any other entity, other than any subsidiary of the Company, and which such other entity’s (other than any subsidiary of the Company) executive officers served as a director of the Company or on our Compensation Committee. None of the members of our Compensation Committee had any relationship required to be disclosed under this caption under the rules of the SEC.

Summary Compensation Table

The following table summarizes historical compensation awarded, paid to or earned by the NEOs for the fiscal year ended December 31, 2017, January 1,December30, 2018, December31, 2017 and January 3, 2016.January1, 2017.