Submission of Matters to a Vote of Security

On June 5, 2018, El Pollo Loco Holdings, Inc. (the Company), held its 2018 annual meeting of stockholders. Of 38,636,038 shares of common stock outstanding and entitled to vote as of April 12, 2018, the record date for the annual meeting, 36,291,410 shares were present in person or represented by proxy, or 94%, constituting a quorum. At the annual meeting, stockholders elected each of three director nominees, ratified the appointment of BDO USA, LLP, as the Companys independent registered public accounting firm for 2018 and approved the Companys 2018 Omnibus Equity Incentive Plan. A description of each proposal and its voting results is set forth below.

1.

Election of directors

Proposal 1 was the election of three nominees to serve a s Class I directors until the 2021 annual meeting or until their successors are duly elected and qualified. The result of the vote was as follows:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Bernard Acoca

27,573,587

416,343

8,301,480

Michael G. Maselli

25,196,071

2,793,859

8,301,480

Carol (Lili) Lynton

25,781,592

2,208,338

8,301,480

2.

Ratification of accountant appointment

Proposal 2 was the ratification of the appointment of BDO USA, LLP, as the Companys independent registered public accounting firm for 2018. The result of the vote was as follows:

Votes For

Votes Against

Abstentions

35,631,799

427,928

231,638

3.

Approval of the 2018 Omnibus Equity Incentive Plan

Proposal 3 was the approval of the Companys 2018 Omnibus Equity Incentive Plan, which was adopted by the Companys board of directors on April 21, 2018 and would become effective on the date approved by the Companys stockholders. The result of the vote was as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

27,276,713

660,641

52,576

8,301,480

2

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.

(Registrant)

Date: June 7, 2018

/s/ Laurance Roberts

Laurance Roberts

Chief Financial Officer

3

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