Shareholder Vote

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 19, 2021 ( May 18, 2021 )     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 ( see General 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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of 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 18, 2021, The Wendy’s Company (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected each of the 11 director nominees; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021; (iii) approved an advisory resolution to approve executive compensation; and (iv) approved the stockholder proposal requesting a report on the protection of workers in the Company’s supply chain. 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 April 1, 2021. The proposal to elect each of the 11 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    147,705,573    11,957,891    597,824    22,521,497 Peter W. May    158,450,930    1,528,531    281,828    22,521,497 Kristin A. Dolan    118,229,402    41,709,609    322,278    22,521,497 Kenneth W. Gilbert    159,301,773    681,952    277,564    22,521,497 Dennis M. Kass    159,190,222    736,378    334,688    22,521,497 Joseph A. Levato    157,780,402    2,142,428    338,459    22,521,497 Michelle J. Mathews-Spradlin    159,225,434    704,539    331,315    22,521,497 Matthew H. Peltz    158,278,140    1,633,177    349,971    22,521,497 Todd A. Penegor    159,069,758    909,086    282,445    22,521,497 Peter H. Rothschild    154,576,641    4,149,389    1,535,258    22,521,497 Arthur B. Winkleblack    158,683,342    1,232,933    345,013    22,521,497 The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 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: (i) 180,288,088 votes for; (ii) 2,119,406 votes against; and (iii) 375,292 abstentions. 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: (i) 156,159,268 votes for; (ii) 2,863,481 votes against; (iii) 1,238,540 abstentions; and (iv) 22,521,497 broker non-votes. The stockholder proposal requesting a report on the protection of workers in the Company’s supply chain 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: (i) 151,174,213 votes for; (ii) 7,474,784 votes against; (iii) 1,612,292 abstentions; and (iv) 22,521,497 broker non-votes.   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.           THE WENDY’S COMPANY     Date:    May 19, 2021     By:     /s/ Michael G. Berner                 Michael G. Berner                   Vice President – Corporate & Securities Counsel          and Chief Compliance Officer, and Assistant          Secretary   3