UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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 | ||||||