Wendy's Co

Wendy's Co false 0000030697 0000030697 2026-05-20 2026-05-20 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