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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of report (Date of earliest event reported): August 16, 2023

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Commission File Number: 001-36556

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El Pollo Loco Holdings, Inc.

(Exact name of registrant as specified in its charter.)

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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))

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Securities registered pursuant to Section 12(b) of the Act:

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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 ☐

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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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 16, 2023, John M. Roth, a member of the board of directors (the “Board”) of El Pollo Loco Holdings, Inc., a Delaware corporation (the “Company”), resigned as a director of the Board, effective immediately. Mr. Roth was a member of the Board since 2007 and his resignation was in connection with the Company’s previously-announced repurchase of shares of the Company’s common stock from certain affiliates of Freeman Spogli & Co. (“Freeman Spogli”). Mr. Roth is a general partner and the chief executive officer of Freeman Spogli. Mr. Roth’s resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.

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Mr. Roth was a member of the Nominating and Corporate Governance Committee of the Board. Douglas J. Babb, a current member of the Board has been elected to fill the vacancy on the Nominating and Corporate Governance Committee left by Mr. Roth’s resignation. In connection with Mr. Roth’s resignation the Board reduced the size of the Board to nine directors.

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Item 9.01 Financial Statements and Exhibits.

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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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