Submission of Matters to a Vote of Security Holders - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 17, 2023 (May 16, 2023)

THE WENDY'S COMPANY

(Exact name of registrant, as specified in its charter)

Delaware		1-2207		38-0471180
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Dave Thomas Boulevard, Dublin, Ohio		43017
(Address of principal executive offices)		(Zip Code)

(614)764-3100

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (seeGeneral Instruction A.2. below):

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.10 par value		WEN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 16, 2023, The Wendy's Company (the "Company") held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders: (i) elected each of the 12 director nominees; (ii) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023; (iii) approved an advisory resolution to approve executive compensation; (iv) voted in favor of continuing to hold annual advisory votes on executive compensation; (v) did not approve the stockholder proposal regarding proxy access amendments; (vi) did not approve the stockholder proposal regarding an independent board chair; and (vii) did not approve the stockholder proposal requesting a report on lobbying activities and expenditures. The voting results for each proposal are set forth below. The proposals are further described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2023.

Proposal 1

The proposal to elect each of the 12 nominees to serve as a director of the Company until the Company's next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal, was approved. Each nominee received the affirmative vote of a majority of the votes cast with respect to such nominee's respective election. Voting results for the nominees were as follows:

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Nelson Peltz		163,187,974		3,150,730		304,962		22,950,480
Peter W. May		163,162,071		3,231,762		249,832		22,950,480
Matthew H. Peltz		164,074,268		2,230,990		338,408		22,950,480
Michelle Caruso-Cabrera		165,816,028		633,797		193,841		22,950,480
Kristin A. Dolan		148,315,386		18,083,901		244,379		22,950,480
Kenneth W. Gilbert		165,382,295		1,063,060		198,311		22,950,480
Richard H. Gomez		165,352,139		1,106,388		185,139		22,950,480
Joseph A. Levato		162,412,674		3,988,834		242,158		22,950,480
Michelle J. Mathews-Spradlin		164,988,128		1,416,330		239,208		22,950,480
Todd A. Penegor		164,617,167		1,825,747		200,752		22,950,480
Peter H. Rothschild		158,425,821		7,968,873		248,972		22,950,480
Arthur B. Winkleblack		164,302,837		2,089,235		251,593		22,950,480

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Proposal 2

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023 was approved by the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

		Votes For				Votes Against				Abstentions
	186,402,215			2,889,076			302,855

Proposal 3

The proposal to approve an advisory resolution to approve executive compensation was approved by the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
162,035,299		3,881,394		726,973		22,950,480

Proposal 4

The proposal regarding an advisory resolution on the frequency of future advisory votes on executive compensation resulted in the expression by the Company's stockholders of a preference for continuing to hold annual advisory votes on executive compensation. The voting results for this proposal were as follows:

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
156,248,116		448,618		9,567,053		379,879		22,950,480

Proposal 5

The stockholder proposal regarding proxy access amendments was not approved, as such proposal failed to receive the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,034,380		162,989,960		619,326		22,950,480

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Proposal 6

The stockholder proposal regarding an independent board chair was not approved, as such proposal failed to receive the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
49,974,307		116,101,575		567,784		22,950,480

Proposal 7

The stockholder proposal requesting a report on lobbying activities and expenditures was not approved, as such proposal failed to receive the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
58,516,888		101,987,306		6,139,472		22,950,480

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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.

	THE WENDY'S COMPANY
Date: May 17, 2023			By:		/s/ Michael G. Berner
						Michael G. Berner
			Vice President - Corporate & Securities Counsel and Chief Compliance Officer, and Assistant Secretary

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