17 unchanged sentences
Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 27, 2023 based on the criteria established in the 2013 Framework.
−Removed: The effectiveness of our internal control over financial reporting as of December 28, 2022 has been audited by BDO USA, LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, as stated in their report included herein.
+Added: The effectiveness of our internal control over financial reporting as of December 27, 2023 has been audited by BDO USA, P.C., the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, as stated in their report included herein.
Changes in Internal Control over Financial Reporting
25 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ BDO USA, LLP
+Added: /s/ BDO USA, P.C.
Costa Mesa, California
16 unchanged sentences
Incorporated by reference from our definitive proxy statement to be filed not later than 120 days after the end of our 2023 fiscal year.
−Removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
+Added: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this report:
7 unchanged sentences
Amended and Restated Certificate of Incorporation of El Pollo Loco Holdings, Inc.
+Added: Certificate of Designations of Series A Preferred Stock of El Pollo Loco Holdings, Inc., as filed with the Secretary of State of the State of Delaware on August 9, 2023
Amended and Restated By-Laws of El Pollo Loco Holdings, Inc.
1 unchanged sentence
Capital Stock
+Added: Rights Agreement, dated as of August 8, 2023, between El Pollo Loco Holdings, Inc.
+Added: and Equiniti Trust Company, LLC, as rights agent
Income Tax Receivable Agreement, dated July 30, 2014, between El Pollo Loco Holdings, Inc., and Trimaran Pollo Partners, L.L.C.
Franchise Development Agreement (Exclusive), dated August 20, 2014, between El Pollo Loco, Inc., as franchisor, and Anil Yadav and Atour Eyvazian, collectively, as developer
−Removed: Consent to and Assignment of Development Rights (Initial Change of Entity), dated August 20, 2014, between El Pollo Loco, Inc., as franchisor, and (i) Anil Yadav and Atour Eyvazian, collectively, as assignor, and (ii) AA Pollo, Inc., as assignee
+Added: Consent to and Assignment of Development Rights (Initial Change of Entity), dated August 20, 2014, between El Pollo Loco, Inc., as franchisor, and (i) Anil Yadav and Atour Eyvazian, collectively, as
+Added: assignor, and (ii) AA Pollo, Inc., as assignee
Franchise Development Option Agreement, dated July 11, 2014, between El Pollo Loco, Inc., and Trimaran Pollo Partners, L.L.C.
Stockholders Agreement, dated as of November 18, 2005, by and among El Pollo Loco Holdings, Inc.
−Removed: Chicken Acquisition Corp.) and the stockholders listed therein
+Added: (formerly Chicken Acquisition Corp.) and the stockholders listed therein
Amendment No.
17 unchanged sentences
Form of Franchise Development Agreement (2021)
−Removed: Credit Agreement, dated as of July 27, 2022, among El Pollo
−Removed: Loco, Inc., as borrower, El Pollo Loco Holdings, Inc., as guarantor, the other guarantors party thereto, the lenders party thereto and Bank of America, as administrative agent, swingline lender and letter of credit issuer
+Added: Form of Franchise Agreement (2022)
+Added: Form of Franchise Development Agreement (2022)
+Added: Credit Agreement, dated as of July 27, 2022, among El Pollo Loco, Inc., as borrower, El Pollo Loco Holdings, Inc., as guarantor, the other guarantors party thereto, the lenders party thereto and Bank of America, as administrative agent, swingline lender and letter of credit issuer
Supplemental Agreement, dated as of August 31, 2022, by and among El Pollo Loco Holdings, Inc., FS Equity Partners V, L.P., and FS Affiliates V, L.P.
16 unchanged sentences
Form of Restricted Stock Agreement under 2021 Equity Incentive Plan (Non-Employee Directors)
−Removed: Employment Agreement between Bernard Acoca and El Pollo Loco, Inc.
−Removed: Release and Consulting Agreement, dated October 14, 2021, between El Pollo Loco, Inc.
−Removed: and Bernard Acoca
+Added: Form of Restricted Stock Agreement under 2023 Equity Incentive Plan (Non-Employee Directors)
Employment Agreement, dated March 9, 2022, between El Pollo Loco, Inc.
and Laurance Roberts
−Removed: Employment Agreement between Miguel Lozano and El Pollo Loco, Inc.
−Removed: Form of Restricted Share Unit Award Agreement between El Pollo Loco Holdings, Inc.
−Removed: and Bernard Acoca
−Removed: Form of Performance Share Unit Award Agreement between El Pollo Loco Holdings, Inc.
−Removed: and Bernard Acoca
−Removed: Severance and Separation Agreement, dated June 15, 2022, between El Pollo Loco Holdings, Inc.
−Removed: and Miguel Lozano
+Added: Release and Consulting Agreement, dated November 1, 2023, between El Pollo Loco Holdings, Inc.
+Added: and Laurance Roberts
Employment Agreement, dated June 28, 2022, between El Pollo Loco Holdings, Inc.
+Added: Employment Agreement, dated November 1, 2023, between El Pollo Loco Holdings, Inc and Maria Hollandsworth
+Added: Retention Award Agreement, dated November 2, 2023, between El Pollo Loco Holdings, Inc.
+Added: Stock Repurchase Agreement, dated November 29, 2023, between El Pollo Loco
+Added: Holdings, Inc., FS Equity Partners V, L.P.
+Added: and FS Affiliates V, L.P.
Subsidiaries of El Pollo Loco Holdings, Inc.
−Removed: Consent of BDO USA, LLP
−Removed: Power of Attorney (included on signature page hereto)
+Added: Consent of BDO USA, P.C.
Certification of Chief Executive Officer under section 302 of the Sarbanes–Oxley Act of 2002
2 unchanged sentences
section 1350, adopted by section 906 of the Sarbanes–Oxley Act of 2002
+Added: El Pollo Loco Holdings, Inc.
+Added: Clawback Policy
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
10 unchanged sentences
EL POLLO LOCO HOLDINGS, INC.
−Removed: /s/ Laurance Roberts
−Removed: Laurance Roberts
−Removed: President and Chief Executive Officer
+Added: /s/ Maria Hollandsworth
+Added: Maria Hollandsworth
+Added: President, Interim Chief Executive Officer and Chief Operating Officer
March 8, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ Laurance Roberts
−Removed: Director, President and Chief Executive Officer (principal executive officer)
+Added: /s/ Maria Hollandsworth
+Added: President and Interim Chief Executive Officer and Chief Operating Officer (principal executive officer)
March 8, 2024
−Removed: Laurance Roberts
+Added: Maria Hollandsworth
Chief Financial Officer (principal financial and accounting officer)
March 8, 2024
−Removed: /s/ Michael G.
+Added: /s/ William R.
Chairman and Director
March 8, 2024
−Removed: March 10, 2023
−Removed: March 10, 2023
/s/ Douglas J.
4 unchanged sentences
March 8, 2024
−Removed: /s/ William R.
+Added: /s/ Michael G.
March 8, 2024
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.