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 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 ( 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 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   2 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   3 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   4 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   5