8-K
Wendy's Co false 0000030697 0000030697 2025-05-21 2025-05-21
 
 

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.

 

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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

 

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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

 

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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

 

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