UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 30, 2015
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EL POLLO LOCO HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-36556
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20-3563182
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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3535 Harbor Blvd., Suite 100, Costa Mesa, California
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92626
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (714) 599-5000
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N/A
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(Former name or former address, if changed since last report.)
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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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2015, Wesley W. Barton resigned as a director of the registrant. Mr. Barton did not have any disagreement with the registrant, known to an executive officer of the registrant, on any matter relating to the registrant’s operations, policies or practices. Mr. Barton did not serve on any committees.
On June 30, 2015, the board of directors of the registrant elected Mark Buller to fill the vacancy resulting from the resignation of Mr. Barton. Accordingly, Mr. Buller has become a Class III director and will serve until the registrant’s 2017 annual meeting of stockholders. There are no arrangements or understandings between Mr. Buller and any other persons pursuant to which Mr. Buller was selected as a director.
Mr. Buller has been named to the registrant’s audit committee and compensation committee. Concurrently, Dean C. Kehler and John M. Roth have resigned from these respective committees. Mr. Buller qualifies as an independent director under the rules of the NASDAQ.
There are no transactions involving the registrant and Mr. Buller that require disclosure under Item 404(a) of Regulation S-K.
Mr. Buller is being indemnified under the registrant’s standard director and officer indemnification agreement, a form of which was filed as Exhibit 10.27 to the registrant’s second amendment to its registration statement on Form S-1, registration number 333-197001, filed on July 22, 2014. Directors and officers are also indemnified under the registrant’s amended and restated certificate of incorporation and amended and restated by-laws. Additionally, for his service as a director, Mr. Buller will receive the same compensation as is received by the other independent directors of the registrant, including (i) an annual cash retainer fee of $50,000, paid quarterly, (ii) an annual grant of restricted shares with grant date value of $50,000, and (iii) annual fees for committee service (currently composed of $5,000 for audit committee service and $5,000 for compensation committee service), paid quarterly.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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99.1
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Press release, dated June 30, 2015
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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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El Pollo Loco Holdings, Inc.
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(Registrant)
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Date: June 30, 2015
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/s/ Laurance Roberts
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Laurance Roberts
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Chief Financial Officer
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Exhibit 99.1
El Pollo Loco Holdings, Inc. Appoints Mark Buller to its Board of Directors
COSTA MESA, CA – June 30, 2015 – El Pollo Loco Holdings, Inc. (“El Pollo Loco” and the “Company”) (Nasdaq: LOCO) today announced that Mark Buller has been appointed as an independent member of its Board of Directors, effective June 30, 2015. Mr. Buller will replace Wesley Barton, who resigned from the Board of Directors effective June 30, 2015.
Michael Maselli, Chairman of El Pollo Loco Holdings, Inc., stated, “We are thrilled to announce the addition of Mark to our Board of Directors. In addition to bringing strong leadership qualities, Mark’s extensive experience with consumer facing operations will be invaluable to the entire El Pollo Loco organization as we strengthen and grow our brand presence. We look forward to working with Mark and are confident that his talents will benefit our Board, our Company and our shareholders.”
Mr. Maselli added, "We would also like to thank Wes for his service to El Pollo Loco. His guidance has been instrumental in the success of our company to date."
Mr. Buller’s career has spanned over 26 years in the home furnishings industry, including 18 years as a chief executive officer or division president. Most recently, he served as Chairman and Chief Executive Officer of Norcraft Companies, Inc., a leading manufacturer of kitchen and bathroom cabinetry in the United States and Canada from 2013 to 2015. From 2003, Mr. Buller was Chief Executive Officer of the predecessor of Norcraft Companies, Inc., Norcraft Companies, L.P., as well as a member of the board of managers for that entity’s general partner, Norcraft GP, L.L.C. Prior to joining Norcraft, Mr. Buller served as Chief Executive Officer of Omega Cabinets, Ltd from 2000 to 2002 and was President of Kitchen Craft, a Canadian cabinetry maker, from 1996 to 2000, including before and after Kitchen Craft’s acquisition by Omega in 1999.
About El Pollo Loco
El Pollo Loco is a differentiated and growing restaurant concept that specializes in fire-grilling citrus-marinated chicken in front of its customers. El Pollo Loco opened its first location on Alvarado Street in Los Angeles, California in 1980 and has grown to more than 400 company-owned and franchised restaurants in Arizona, California, Nevada, Texas and Utah. The Company's distinctive menu features its signature product - citrus-marinated fire-grilled chicken - and a variety of Mexican-inspired entrees that the Company and its franchisees create from that chicken.
Investor Contact:
Fitzhugh Taylor, ICR
(714) 599-5200
investors@elpolloloco.com
Media Contact:
Alecia Pulman, ICR
203-682-8200
LOCO@icrinc.com