Sector: Consumer Discretionary
EL POLLO LOCO INC · Meeting: May 26, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors — Class III Director Nominees
Ms. Davila joined the board in January 2026 — less than 24 months ago — making her exempt from the TSR trigger under policy; she brings deep restaurant marketing experience as CMO of Dutch Bros and prior roles at CKE and P.F. Chang's, with no overboarding or attendance concerns identified.
Mr. Garrido joined the board in March 2026 — well within the 24-month new-director exemption — and brings extensive restaurant operations expertise from senior roles at Domino's Pizza, with no overboarding or attendance concerns identified.
Both Class III nominees (Davila and Garrido) joined the board within the past 24 months and are exempt from the TSR trigger; in any case, LOCO's 3-year total return of +49.7% outperforms the company-disclosed peer group median of -16.4% by +66.1 percentage points, well above the 50-point threshold for a strong-positive-TSR company, so no TSR-based concerns arise for any director. Both nominees have relevant restaurant-industry experience and no overboarding, independence, attendance, or familial-relationship flags.
CEO
Elizabeth Williams
Total Comp
$3,539,320
Prior Support
94.5%%
CEO Elizabeth Williams received total compensation of approximately $3.54 million, which is reasonable for a CEO at a ~$405 million market-cap consumer restaurant company, and the prior say-on-pay vote received 94.5% support — well above the 70% threshold that would require visible changes. The pay program is structured so that 80% of the CEO's target compensation is variable and performance-linked, including performance stock awards tied to three-year revenue and restaurant operating profit margin goals, satisfying the policy's requirement that at least 50-60% of senior executive pay be performance-based. Pay-for-performance alignment is strong: LOCO's 1-year total shareholder return of +44.6% outpaced the peer group median by +43.5 percentage points, and the company disclosed that 2025 bonuses were capped below maximum despite executives exceeding individual goals, demonstrating compensation committee discipline.
Auditor
BDO USA, P.C.
Tenure
15 yrs
Audit Fees
$600,000
Non-Audit Fees
$20,750
BDO USA has served as auditor since 2011 (approximately 15 years), well below the 25-year tenure threshold that would trigger concern; non-audit fees of $20,750 (a 401(k) plan audit) represent only about 3.5% of core audit fees of $600,000, far below the 50% independence-concern threshold; BDO is a large national firm appropriate for a company of LOCO's size; and no material financial restatements are disclosed.
1 proposal submitted by shareholders
Proposal 6
The Accountability Board does not appear to be an ideological filer — this is a straightforward governance proposal asking El Pollo Loco to adopt majority voting in uncontested director elections, a reform endorsed by virtually every major institutional investor (Vanguard, BlackRock, State Street, Fidelity), proxy advisory firms (ISS and Glass Lewis), and already in place at hundreds of large public companies including McDonald's, Darden, and Jack in the Box. Under LOCO's current plurality voting system, a director running unopposed can be elected with just one vote even if the vast majority of shareholders withheld support — meaning shareholders have no practical way to register dissatisfaction with individual directors. The board's primary objection — that majority voting could create 'failed elections' — is a standard concern that companies routinely address through director resignation policies, and it does not justify keeping a voting standard that deprives shareholders of a meaningful accountability tool.
The 2026 El Pollo Loco annual meeting presents a clean ballot with no major governance concerns: both director nominees are newly appointed restaurant-industry veterans exempt from TSR scrutiny, the auditor ratification is straightforward with low non-audit fees and reasonable tenure, and the CEO pay program earned 94.5% support last year with a pay mix that is heavily performance-linked. The one notable vote is the majority voting proposal (Proposal 6), where a credible shareholder is asking the company to adopt a widely accepted governance reform that the board opposes — policy supports the shareholder on this governance improvement.
13 companies disclosed in 2026 proxy filing
