Good day everyone, and welcome to the El Pollo Loco annual meeting. Now I'll turn the call over to your host, Chairman Doug Babb. Please go ahead, Doug.
Thank you, operator. Good afternoon. I am a director of the board of El Pollo Loco, and it is my pleasure to welcome you to the 2026 annual meeting of shareholders for El Pollo Loco Holdings, Inc. The company's Corporate Secretary has indicated to me that notice of this meeting was properly given to shareholders beginning on April 30, 2026, based on a record date of April 2, 2026. Richard Leza has been appointed to serve as the Inspector of Elections for today's meeting. Richard, could you please confirm for the record that a quorum exists?
Mr. Babb, this meeting does have a quorum as a majority of the shares outstanding as of the record date and entitled to vote are present in person, including electronically, or are represented by proxy.
Thank you. As we now have a quorum of shareholders, either present or represented by proxy for the meeting today, I now call the meeting to order. Today's meeting is being held virtually. Accordingly, the agenda for this meeting or links to them should be visible on your computer screen. The polls are now open for voting at today's meeting. Shareholders wishing to vote online during the meeting or shareholders wishing to change their vote are required to follow the procedure set forth in the company's proxy materials. I am joined by my fellow directors, including Nancy Faginas-Cody, Tana Davila, Frank Garrido, Deborah Gonzalez, Joe Taylor, and Robert D. Wright.
As well as members of our management team, including Director and Chief Executive Officer, Liz Williams, Chief Financial Officer, Ira Fils, and Chief Legal and People Officer and Corporate Secretary, Jason Weintraub, who will serve as Secretary of the meeting and will be conducting a portion of the meeting today. Also joining us today is John Berry, a partner at our auditor, BDO USA, and Richard Leza, the Inspector of Elections, representing American Election Services, whom I previously introduced. I would now like to turn the meeting over to Jason Weintraub, our Chief Legal Officer and Corporate Secretary, to review the agenda, meeting procedures, and other housekeeping matters.
Thank you, Doug. After taking care of some procedural matters, Doug will present the proposals for your consideration. Shareholders can vote on proposals at any time during the meeting until we close the polls. At that time, we'll announce preliminary voting results. We will conclude and adjourn the meeting. When we have finished the formal portion of our meeting today, Liz, our CEO, will make a few remarks about the state of the company, after which there will be a general question and answer session. Let me first go over some procedural points. Please note that we are recording this meeting. You will be able to access a recording of the meeting for one year via the virtual shareholder meeting website, which will be uploaded within 24 hours following today's meeting.
For the question- and- answer sessions, you may use the question box on your screen to submit questions at any time during the meeting. These questions will be addressed during the general question- and- answer session following management's remarks. Given time constraints, we may not be able to answer all questions. If we don't get to your question, you are welcome to ask it by using the Contact Us section of our website, elpolloloco.com. Additionally, please note that you are able to vote during this meeting at any time during the presentation of the proposal until we close the polls. If you have already voted in advance by submitting a proxy or voting instructions over the Internet or by telephone or mail, a vote at this meeting will supersede your earlier vote.
If you have already voted, you do not need to vote again unless you wish to change your vote. In the event of any technical difficulties before the formal adjournment of the meeting, we may adjourn temporarily and reconvene in accordance with our bylaws. Some of our discussion today, including during management's remarks and the question- and- answer session, may include forward-looking statements. Forward-looking statements are all statements other than statements of historical fact, including statements about, among other things, financial projections, managerial plans or objectives, or future economic performance. Actual results may differ materially from those projected by any forward-looking statement.
In our annual report on Form 10-K for fiscal year ending December 31st, 2025, filed on March 13th, 2026, and our first quarter 10-Q, filed on May 8th, 2026, we include a disclosure regarding the forward-looking statements we make and the risk factors that could materially affect our business. For additional information, we refer you to both filings, which are available on our website and on the Securities and Exchange Commission website. Shareholders will be asked to vote on six proposals today. The first proposal is to vote for the election of directors to fill two Class III board seats with terms expiring at our annual meeting of shareholders in 2027, for which our existing Class III directors, Tana Davila and Frank Garrido, have been nominated. The second proposal is to ratify the audit committee's choice of BDO as our independent registered public accounting firm for fiscal 2026.
The third proposal is an advisory vote to approve the 2025 compensation of our named executive officers, Chief Executive Officer Liz Williams, former President and Chief Operating Officer Maria Hollandsworth, and Chief Financial Officer Ira Fils. The fourth proposal is to approve the frequency of future advisory votes on the compensation of our named executive officers. The fifth proposal is to approve an amendment to our equity incentive plan, including an increase to the number of shares of common stock reserved for issuance thereunder. The sixth and final proposal will only be voted on if presented properly at the meeting. It is a shareholder proposal requesting the adoption of a majority voting standard for the election of directors in uncontested elections.
Our bylaws do contain certain requirements, including those relating to advance notice for director nominees and for proposals to be considered at an annual meeting of shareholders so that shareholders can have adequate time to deliberate on them. No additional board candidates or proposals have been properly brought before the meeting, and therefore, no additional board candidates or proposals will be considered today. Ira Fils and I have been appointed as proxies for the meeting today to vote shares as indicated on the proxy card completed by shareholders. I'd like to turn it back over to Doug for an introduction to the proposals.
Thank you, Jason. Our first proposal is the election of two Class III director nominees, Tana Davila and Frank Garrido, each to hold office until the annual meeting of shareholders in 2027 and until a respective successor is duly elected and qualified, or until their earlier death, resignation, or removal. Shareholders may vote for or withhold as to each nominee. As you know, the nominating and corporate governance committee reviewed the candidates' backgrounds, qualifications, and suitability for continued board service and previously recommended to the board that they be nominated for election. Accordingly, the board of directors recommends that shareholders vote for the election of each of the Class III director nominees. The second proposal is to ratify the decision of our audit committee to appoint BDO as our independent registered public accounting firm for the current fiscal year 2026. Shareholders may vote for, against, or abstain.
The board of directors recommends that shareholders vote for the ratification of BDO's appointment. As I mentioned earlier, John Berry from BDO is with us today to make a statement if he wishes and to field any questions if asked. John, would you like to say anything?
No, thank you, Doug.
Okay. Thank you, John. Are there any questions for John from the board of directors? Hearing none, let's move on. The third proposal is an advisory vote by the shareholders to approve the 2025 compensation of the company's named executive officers, commonly referred to as a say-on-pay vote. Shareholders may vote for, against, or abstain. The board of directors recommends that shareholders vote for the approval of the company's named executive officers. The fourth proposal is an advisory vote by the shareholders on the frequency of future votes on the compensation of the company's named executive officers, commonly referred to as a say-on-frequency vote. Shareholders may vote for a frequency of one year, two years, three years, or abstain. The board of directors recommends that shareholders vote one year as the frequency for such votes.
The fifth proposal is to approve an amendment to our equity incentive plan, including an increase to the number of shares of common stock reserved for issuance thereunder. Shareholders may vote for, against, or abstain. The company believes that incentives and stock-based awards focus employees on the objective of creating shareholder value and promoting the success of the company, and that the incentive compensation plans, like the equity incentive plan, are an important attraction, retention, and motivation tool for participants in the plan. The board believes that the number of shares currently available under the equity incentive plan does not give the company sufficient authority and flexibility to adequately provide for future incentives. Our board believes that the additional shares will give the company greater flexibility to structure future incentives and better attract, retain, and award key employees.
For these reasons, and the reasons outlined in the proxy statement, the board of directors recommended the shareholders vote for the approval of the amendment to our equity incentive plan. Our sixth and final proposal is a shareholder proposal whereby a shareholder has requested the board to take the necessary steps to amend the company's governing documents to provide that in uncontested elections, directors be elected by the affirmative vote of a majority of votes cast at the meeting. Shareholders may vote for, against, or abstain for the shareholder proposal. Per our rules of conduct for today's meeting, the shareholder offering this proposal, The Accountability Board, represented by Matt Prescott , is entitled to two minutes of time to present his proposal.
Consistent with the company's proxy statement, the company has not reviewed the factual accuracy of The Accountability Board's proposal and supporting statement and does not adopt or endorse such statements. Matt, please proceed. Matthew, your line is open. Please check your mute button.
Oh, sorry about that, everybody. I've got a choppy connection today, so I will keep this short for the sake of time in case I cut out here. Beyond within the proposal itself and the proxy, I just wanted to add that both Institutional Shareholder Services and Glass Lewis are recommending a vote in favor of the proposal, and we encourage others to vote in favor of it as well. Thanks so much and have a great day, everybody.
Thank you, Matt. After careful consideration of the proposal and engagement with the proponent, as disclosed in the company's proxy statement, the Board determined that it is not in the long-term interest of the company or our shareholders to adopt this voting standard at this time. As more fully described in the proxy statement, the Board believes that our current method of plurality voting, as set forth in our bylaws, continues to serve the best interest of the company and our shareholders by avoiding the real possibility of failed elections and increased vulnerability to special interest campaigns. Furthermore, since we became a public company, no director of our Board has ever failed to receive the affirmative vote of at least a majority of votes cast when presented for election.
We believe that plurality voting, which remains the default standard for director elections in Delaware, remains appropriate for the specific size and unique position of our company. For these reasons, and the reasons outlined in the proxy statement, the board of directors continues to recommend that shareholders vote against this proposal. This concludes the introduction of the proposals on the agenda for this meeting. I'll now turn the meeting back over to Jason for voting results. Jason?
Thank you, Doug. If you have not already voted and wish to do so, please do so now. We will wait just a moment to give you the opportunity to vote before we close the polls. Okay. Thank you everyone for voting, and I now confirm that the polls are closed. Mr. Leza, over to you for preliminary voting results.
Thank you, Mr. Weintraub. I would like to report that the preliminary voting results indicate that both Class III director nominees have been elected to serve a further term on the board and that company proposals two, three, four, and five have been approved. Regarding shareholder proposal six, that proposal was also approved.
Thank you, Mr. Leza. The final vote on each of these proposals will be disclosed in a Form 8-K by the company filed with the SEC within four business days from today. I would now like to turn the meeting back over to Doug.
Thank you, Jason. Since there are no other matters to come before the meeting, the formal business of this meeting is now adjourned. I would like to take this opportunity to thank you for your attendance at this meeting and your interest in our company. For the benefit of shareholders, we'll continue informally with a brief management presentation and an informal question- and- answer session. Thanks again to everyone who participated or listened in today, especially our shareholders for their time. Let me turn things over to our CEO, Liz, for the management presentation. Liz?
Thanks, Doug Babb. As I am now in my third year leading El Pollo Loco, and our brand transformation plan is well on track. I am proud of what we have accomplished thus far and remain excited about the future of El Pollo Loco. We are building momentum on a strong foundation that we've built over the past two years and positioning El Pollo Loco to drive substantial long-term shareholder value. As we work to ensure El Pollo Loco stands for quality and flavorful food that is fast, easy, and affordable, we remain focused on our five strategic pillars. As a reminder, they are brand that wins, being the flavorful, affordable, quality chicken leader. Having a hospitality mindset, offering fast, friendly, consistent service and culture. Being digital first, ensuring a frictionless experience. Delivering winning unit economics, which means expanding margins.
Fifth, driving unit growth with national expansion, providing flexible and affordable options for growth. We are confident that focusing on and delivering against these strategic pillars will position the company to drive long-term sustainable growth and ultimately shareholder value. I'll now turn it back over to Doug for any questions from shareholders.
Thank you, Liz. The last item on our agenda is the informal question- and- answer session. It is important to note that we are unable to answer any questions today about our second quarter performance. Jason, are there any questions?
No, Doug, I don't see any questions at this time.
Thank you, Jason. That concludes the informal portion of our meeting. Again, I want to thank everyone for their time and participation. I want you to know it is our privilege and honor to represent El Pollo Loco, and I hope you share my enthusiasm for Liz, her management team, and our agenda for the company. Goodbye everyone, until our next meeting.
That concludes our meeting today. Thank you for joining. You may now disconnect.