We are pleased to present you with the 2018 Proxy Statement of Fiesta Restaurant Group, Inc. (“Fiesta”) and
cordially invite you to attend Fiesta’s 2018 annual meeting of shareholders, which will be held at 9:00 a.m., local time, on Wednesday, May 2, 2018 at the Marriott Hotel, 255 Biscayne Boulevard Way, Miami, Florida 33131.
2017 was a year of significant change for Fiesta. In February, we announced several leadership changes, including my appointment as Chairman of the Board and the appointment of our new Chief Executive Officer, Richard Stockinger (“Rich”), who is an experienced operator with a strong track record of successfully revitalizing restaurant companies. Within two months of his appointment, Rich, the Board and the rest of the management team worked together to establish a Strategic Renewal Plan and announced initial steps of this plan to drive longterm value creation. Priority initiatives include:
1. Revitalizing our Brands in Core Markets
2. Improving Capital Management and Financial Discipline
3. Establishing Platforms for Long-Term Growth
4. Optimizing our Restaurant Footprint
Over the remainder of the year, and while working through the impact and delays of two major hurricanes, Rich and the management team have been executing against this plan, which is their #1 priority. We still have much work to do but we are encouraged by the progress that has been made and are optimistic that successful execution of the Strategic Renewal Plan will drive substantial long-term shareholder value creation.
Shareholder Engagement: During 2017, independent members of our Board of Directors and members of
our management team engaged with shareholders representing more than 85% of our investor base. The input received continues to be incorporated into our board’s deliberations and decisions, and we took several actions that were informed, in part, by the feedback we received. Key actions include:
• Corporate Governance: After being spun-off from our former parent company, we are entering our 6th year as an independent publicly traded company. In line with shareholder feedback and our evolution as a company, we are submitting at this annual meeting, and recommending that shareholders vote for, a proposal to approve an amendment to Fiesta’s Restated Certificate of Incorporation to declassify our board of directors and provide that all directors will be elected on an annual basis beginning at our 2019 annual meeting.
• Board Refreshment: We have an active board refreshment program. Over the past year, we have welcomed two new independent directors to our board, in addition to our Chief Executive Officer. Our board also recently adopted a mandatory retirement policy, which provides that a person is not eligible for election as a director if he or she is older than 75 years of age. Our board members, including our two new independent board members and our Chief Executive Officer, bring significant restaurant and retail industry operating experience.
We appreciate the willingness of our shareholders to engage with us on these matters. We look forward to continuing to evolve our board, governance, compensation and sustainability practices as part of the overall revitalization of Fiesta.
Chairman of the Board
Fiesta Restaurant Group, Inc.