Executive Change · 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 20, 2026     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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On May 20, 2026, the stockholders of The Wendy’s Company (the “Company”) approved an amendment (the “Amendment”) to the Company’s 2020 Omnibus Award Plan (the “2020 Plan”) to increase the number of shares of common stock, par value $0.10 per share, of the Company available for issuance under the 2020 Plan by 21,000,000 shares. The Company’s Board of Directors had previously adopted the Amendment on April 1, 2026, subject to and effective upon stockholder approval. A description of the 2020 Plan (giving effect to the Amendment) was included in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 2, 2026 (the “2026 Proxy Statement”) under the caption “Proposal 2 – Approval of an Amendment to the Company’s 2020 Omnibus Award Plan,” which description is incorporated herein by reference. The descriptions of the 2020 Plan (giving effect to the Amendment) contained herein and in the 2026 Proxy Statement are qualified in their entirety by reference to the complete text of the 2020 Plan and the Amendment, which are included as exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.   Item 5.07 Submission of Matters to a Vote of Security Holders. On May 20, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected each of the 8 director nominees; (ii) approved the Amendment to the 2020 Plan to increase the number of shares of common stock available for issuance under the 2020 Plan; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026; (iv) approved an advisory resolution to approve executive compensation; and (v) approved the stockholder proposal regarding a restriction on “blank-check” preferred stock. The voting results for each proposal are set forth below. The proposals are further described in the 2026 Proxy Statement.   Proposal 1 The proposal to elect each of the 8 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      111,205,913        3,204,516        590,007        35,699,261   Peter W. May      110,514,452        3,891,557        594,427        35,699,261   Wendy C. Arlin      112,250,601        2,196,857        552,978        35,699,261   Michelle Caruso-Cabrera      111,976,927        2,492,838        530,671        35,699,261   Richard H. Gomez      111,776,662        2,846,305        377,470        35,699,261   Michelle J. Mathews-Spradlin      111,679,182        2,956,585        364,670        35,699,261   Bradley G. Peltz      110,990,918        3,634,932        374,586        35,699,261   Peter H. Rothschild      111,103,884        3,532,202        364,351        35,699,261   Proposal 2 The proposal to approve the Amendment to the Company’s 2020 Plan to increase the number of shares of common stock available for issuance under the 2020 Plan 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. The voting results for this proposal were as follows:   Votes For    Votes Against    Abstentions    Broker Non-Votes 104,652,276    9,725,101    623,059    35,699,261 Proposal 3 The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 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. The voting results for this proposal were as follows:   Votes For    Votes Against    Abstentions 148,104,812    1,847,183    747,702   Proposal 4 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. The voting results for this proposal were as follows:   Votes For    Votes Against    Abstentions    Broker Non-Votes 107,732,682    6,462,483    805,271    35,699,261 Proposal 5 The stockholder proposal regarding a restriction on “blank-check” preferred stock 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. The voting results for this proposal were as follows:   Votes For    Votes Against    Abstentions    Broker Non-Votes 58,561,819    55,614,508    824,109    35,699,261   Item 9.01 Financial Statements and Exhibits. (d)  Exhibits .   Exhibit No.    Description 10.1    The Wendy’s Company 2020 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on May 28, 2020. 10.2    First Amendment to The Wendy’s Company 2020 Omnibus Award Plan. 104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).   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, 2026     By:   /s/ Mark L. Johnson       Mark L. Johnson       Director – Corporate & Securities Counsel, and Assistant Secretary