UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 30, 2024, the Board of Directors (the “Board”) of El Pollo Loco Holdings, Inc., a Delaware corporation (the “Company”), adopted and approved amended and restated bylaws of the Company (as amended and restated, the “Amended and Restated By-Laws”), effective immediately. The Amended and Restated By-Laws, among other things:
| ● | revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of the stockholders of the Company, including, among other things, adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended, within eight business days of the annual meeting; |
| ● | clarify the power of (x) the chair of a stockholder meeting to adjourn the meeting and (y) the Board to postpone previously scheduled meetings of stockholders; |
| ● | adopt gender-neutral terms when referring to particular positions, offices or title holders, including the adoption of the title Chair in place of Chairman; and |
| ● | make certain administrative, modernizing, clarifying and conforming changes, including making updates to reflect recent amendments to the General Corporation Law of the State of Delaware and remove references to Trimaran Pollo Partners, L.L.C. |
The foregoing summary of the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
| Description |
3.1 | Amended and Restated Bylaws of El Pollo Loco Holdings, Inc., dated January 30, 2024. | |
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.
El Pollo Loco Holdings, Inc. | |||
Date: February 1, 2024 | By: | /s/ Anne Jollay | |
Name: | Anne Jollay | ||
Title: | Corporate Secretary | ||