Wendy’s (NASDAQ: WEN) shareholders expand equity plan and back limits on blank-check preferred stock

Rhea-AI Filing Summary

The Wendy’s Company reported the results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the 2020 Omnibus Award Plan, adding 21,000,000 shares of common stock available for equity awards. All eight director nominees were elected with solid majority support.

Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for 2026 and approved an advisory resolution on executive compensation. In addition, a stockholder proposal to restrict the use of “blank-check” preferred stock was approved, reflecting support for tighter limits on future preferred stock authorization.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 21,000,000 shares Plan amendment approval votes: 104,652,276 for / 9,725,101 against Auditor ratification support: 148,104,812 for / 1,847,183 against +3 more

6 metrics

Equity plan share increase 21,000,000 shares Additional common shares available under 2020 Omnibus Award Plan

Plan amendment approval votes 104,652,276 for / 9,725,101 against Proposal 2 – 2020 Plan amendment vote results

Auditor ratification support 148,104,812 for / 1,847,183 against Ratification of Deloitte & Touche LLP for 2026

Say-on-pay support 107,732,682 for / 6,462,483 against Advisory vote on executive compensation

Blank-check preferred stock proposal 58,561,819 for / 55,614,508 against Stockholder governance proposal approval

Director election example 111,205,913 for Votes for Arthur B. Winkleblack as director

Key Terms

2020 Omnibus Award Plan, blank-check preferred stock, independent registered public accounting firm, advisory resolution, +1 more

5 terms

2020 Omnibus Award Plan financial

"approved an amendment (the “Amendment”) to the Company’s 2020 Omnibus Award Plan (the “2020 Plan”) to increase"

blank-check preferred stock financial

"approved the stockholder proposal regarding a restriction on “blank-check” preferred stock."

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory resolution financial

"approved an advisory resolution to approve executive compensation"

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

broker non-votes financial

"Votes For | | Votes Against | | Abstentions | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

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

FAQ

What equity plan change did The Wendy’s Company (WEN) stockholders approve?

Stockholders approved an amendment to the 2020 Omnibus Award Plan, increasing available common shares for issuance by 21,000,000. This expands the pool for future stock-based awards to directors, executives, and employees, potentially affecting long-term dilution and compensation flexibility.

Which proposals were approved at The Wendy’s Company 2026 Annual Meeting?

At the 2026 Annual Meeting, stockholders elected eight directors, approved the 2020 Plan amendment, ratified Deloitte & Touche LLP for 2026, supported an advisory say-on-pay resolution, and passed a stockholder proposal restricting use of “blank-check” preferred stock.

How did The Wendy’s Company (WEN) stockholders vote on the say-on-pay proposal?

Stockholders approved the advisory resolution on executive compensation, with 107,732,682 votes for, 6,462,483 against, and 805,271 abstentions, plus 35,699,261 broker non-votes. This indicates overall support for the company’s 2025 executive pay programs.

What were the voting results on Wendy’s “blank-check” preferred stock proposal?

The stockholder proposal to restrict “blank-check” preferred stock was approved, receiving 58,561,819 votes for, 55,614,508 against, and 824,109 abstentions, with 35,699,261 broker non-votes. The outcome reflects a relatively close but successful governance-focused initiative.

Who will audit The Wendy’s Company (WEN) for 2026?

Stockholders ratified Deloitte & Touche LLP as The Wendy’s Company’s independent registered public accounting firm for 2026, with 148,104,812 votes for, 1,847,183 against, and 747,702 abstentions. Ratification supports continuity with the existing external auditor.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.2 EX-10.2 7.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB