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