Form 8-K

8-K — Wendy's Co

Accession: 0001193125-26-236835

Filed: 2026-05-22

Period: 2026-05-20

CIK: 0000030697

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — d69431d8k.htm (Primary)

EX-10.2 (d69431dex102.htm)

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8-K

8-K (Primary)

Filename: d69431d8k.htm · Sequence: 1

8-K

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

EX-10.2

Filename: d69431dex102.htm · Sequence: 2

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO

THE WENDY’S COMPANY 2020 OMNIBUS

AWARD PLAN

This First Amendment (this “Amendment”) to the Plan (as

defined below) is adopted by the Board as of the 1st day of April, 2026, subject to and effective upon stockholder approval.

WHEREAS, The Wendy’s Company (the “Company”) has adopted The Wendy’s Company 2020 Omnibus Award Plan

(the “Plan”);

WHEREAS, the Compensation and Human Capital Committee and the Performance Compensation

Subcommittee of the Board have determined that it is advisable and in the best interests of the Company and its stockholders to amend the Plan, and have recommended to the Board that the Board amend the Plan, subject to stockholder approval;

WHEREAS, the Board may amend the Plan pursuant to Section 13(a) of the Plan, provided that stockholder approval is required for

certain types of amendments; and

WHEREAS, the Board has determined that it is in the best interests of the Company and its

stockholders to amend the Plan as set forth below.

NOW THEREFORE, BE IT RESOLVED, that

Section 5(b) of the Plan is hereby amended and restated in its entirety to read as follows:

“(b) Share Reserve. Subject to adjustment as provided in Section 5(c) and

Section 12 of the Plan, 50,500,000 shares of Common Stock shall be available for all Awards under the Plan, less one (1) share for every one (1) share that was subject to an option or stock appreciation right granted after

March 1, 2020 under the Prior Plan and 2.5 shares for every one (1) share that was subject to an award other than an option or stock appreciation right granted after March 1, 2020 under the Prior Plan (the “Absolute Share

Limit”). Any shares of Common Stock that are subject to Options or SARs shall be counted against the Absolute Share Limit as one (1) share for every one (1) share granted, and any shares of Common Stock that are subject to Awards

other than Options or SARs shall be counted against the Absolute Share Limit as 2.5 shares for every one (1) share granted. Subject to adjustment as provided in Section 12 of the Plan, no more than 20,000,000 shares of Common Stock in the

aggregate may be issued under the Plan in connection with Incentive Stock Options. Following the Effective Date, no awards may be granted under the Prior Plan.

This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware

applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

Capitalized terms not otherwise defined in this Amendment shall have the meanings set forth in the Plan. Further,

except as expressly modified herein, all terms, provisions and conditions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned, being authorized by the Board to execute this Amendment in evidence of the adoption of this

Amendment by the Board, has executed this Amendment as of the date first written above.

THE WENDY’S COMPANY

By:

/s/ John Min

Name: John Min

Title: Chief Legal Officer

and Secretary

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