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 21, 2025     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 21, 2025, The Wendy’s Company (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected each of the 10 director nominees; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025; (iii) approved an advisory resolution to approve executive compensation; (iv) did not approve the stockholder proposal regarding an emissions reduction assessment; (v) did not approve the stockholder proposal regarding worker-driven social responsibility; and (vi) did not approve the stockholder proposal regarding single-use plastics. 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 3, 2025.   2 Proposal 1 The proposal to elect each of the 10 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   Arthur B. Winkleblack      146,659,348        1,256,164        370,187        22,480,600   Peter W. May      144,479,677        3,429,541        376,480        22,480,600   Matthew H. Peltz      145,869,171        1,978,000        438,527        22,480,600   Wendy C. Arlin      146,759,676        1,115,150        410,872        22,480,600   Michelle Caruso-Cabrera      147,063,361        799,851        422,486        22,480,600   Kristin A. Dolan      137,496,565        10,336,904        452,230        22,480,600   Richard H. Gomez      146,838,228        1,068,213        379,257        22,480,600   Michelle J. Mathews-Spradlin      146,720,641        1,109,916        455,142        22,480,600   Peter H. Rothschild      144,559,930        3,298,593        427,175        22,480,600   Kirk Tanner      147,012,234        930,777        342,687        22,480,600   Proposal 2 The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 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 168,545,287   1,726,382   494,630   3 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 144,037,450   3,421,617   826,632   22,480,600 Proposal 4 The stockholder proposal regarding an emissions reduction assessment 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 7,479,062   139,284,734   1,521,902   22,480,600 Proposal 5 The stockholder proposal regarding worker-driven social responsibility 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 11,078,878   135,626,281   1,580,540   22,480,600 Proposal 6 The stockholder proposal regarding single-use plastics 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 12,868,018   133,998,762   1,418,918   22,480,600   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 22, 2025     By:   /s/ Mark L. Johnson       Mark L. Johnson       Director – Corporate & Securities Counsel, and Assistant Secretary   5