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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 October 15, 2021, El Pollo Loco Holdings, Inc. (the “Company”) announced that Bernard Acoca, the Company’s Chief Executive Officer and President, resigned from his position as Chief Executive Officer and President and as a member of the Board of Directors of the Company (the “Board”) on October 11, 2021, effective as of October 15, 2021. In connection with Mr. Acoca’s resignation, the Board has appointed Laurance Roberts as interim Chief Executive Officer of the Company (“Interim CEO”), effective as of October 15, 2021. Mr. Roberts currently serves as Chief Financial Officer of the Company and will continue in that role during his tenure as Interim CEO. Biographical information regarding Mr. Roberts is contained in and incorporated herein by reference from the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2021.
In connection with Mr. Roberts’ appointment as Interim CEO, the Company entered into a letter agreement with Mr. Roberts (the “Interim CEO Agreement”) pursuant to which Mr. Roberts’ annual base salary will be increased by $105,000 and his target annual bonus will be increased from 75% to 100% of base salary during his tenure as Interim CEO. In addition, he will be entitled to receive a grant of restricted stock units with a grant date value of $200,000 which will cliff-vest on the one-year anniversary of the Interim CEO Agreement (subject to continued employment) or earlier in the event of termination of his employment without cause or for good reason (as such terms are defined in Mr. Roberts’ existing employment agreement with the Company (the “Employment Agreement”), or in the event the Employment Agreement is not renewed. The Interim CEO Agreement also sets forth certain provisions regarding any search for or appointment of a permanent chief executive officer other than Mr. Roberts. Except as otherwise modified by the Interim CEO Agreement, the terms and conditions of Mr. Roberts’ existing Employment Agreement remain in effect.
There are no arrangements or understandings between Mr. Roberts and any other persons pursuant to which he was selected as the Interim CEO. There are also no family relationships between Mr. Roberts and any director or executive officer of the Company and Mr. Roberts has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
To help facilitate the transition from Mr. Acoca to Mr. Roberts, the Company has retained Mr. Acoca as a consultant for a term of 45 days pursuant to a Release and Consulting Agreement dated October 14, 2021 between the Company and Mr. Acoca (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Acoca will receive a gross payment of $173,076.92, as well as the continuation of certain health benefits as further described in the Consulting Agreement.
The foregoing summaries of the Interim CEO Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by the Consulting Agreement and the Interim CEO Agreement attached as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On October 15, 2021, the Company issued a press release entitled “El Pollo Loco Announces CEO Transition,” a copy of which is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
Exhibit |
| Description |
10.1 | Letter Agreement, dated October 15, 2021, between the Company and Laurance Roberts | |
10.2 | Release and Consulting Agreement, dated October 14, 2021, between the Company and Bernard Acoca | |
99.1 | ||
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: October 15, 2021 | By: | /s/ Anne Jollay | |
Name: | Anne Jollay | ||
Title: | Corporate Secretary | ||