UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 6, 2023
Commission File Number: 001-36556
El Pollo Loco Holdings, Inc.
(Exact name of registrant as specified in its charter.)
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Delaware | 20-3563182 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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3535 Harbor Blvd Suite 100, Costa Mesa, California 92626 | |
(Address of principal executive offices) |
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714-599-5000 |
(Registrant's Telephone number) |
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of exchange on which registered |
Common Stock, par value $0.01 per share | LOCO | The Nasdaq Stock Market LLC |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2023, the Company held its 2023 annual meeting of stockholders (“Annual Meeting”). Of 36,460,424 shares of common stock outstanding and entitled to vote as of April 10, 2023, the record date for the annual meeting, 28,808,954 shares were present in person or represented by proxy, or 79.01%, constituting a quorum. At the Annual Meeting the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2023.
The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1 was the election of four nominees to serve as Class III directors until the 2026 annual meeting or until their successors are duly elected and qualified. The result of the vote was as follows:
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Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes | |
Samuel N. Borgese | | 18,891,894 | | 2,879,537 | | 7,037,523 | |
Mark Buller | | 19,315,938 | | 2,455,493 | | 7,037,523 | |
Laurance Roberts | | 19,650,462 | | 2,120,969 | | 7,037,523 | |
John M. Roth | | 15,448,951 | | 6,322,480 | | 7,037,523 |
2. | Ratification of appointment of BDO USA, LLP as the Company's independent registered public accounting firm |
Proposal 2 was the ratification of the appointment of BDO USA, LLP, as the Company’s independent registered public accounting firm for 2023. The result of the vote was as follows:
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Votes For | | Votes Against | | Abstentions |
28,615,205 | | 64,893 | | 128,856 |
3. | Advisory vote regarding approval of the Company's named executive officers’ compensation |
Proposal 3 was the non-binding advisory proposal regarding compensation of the Company's named executive officers. The result of the vote was as follows:
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Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
20,775,037 | | 945,671 | | 50,723 | | 7,037,523 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
| Description |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| El Pollo Loco Holdings, Inc. | ||
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Date: June 9, 2023 | By: | /s/ Anne Jollay | |
| | Name: | Anne Jollay |
| | Title: | Corporate Secretary |
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