{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-147102","form_type":"8-K","ticker":"WEN","cik":"0000030697","company_name":"Wendy's Co","filed_at":"2023-05-17T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.715341+00:00","generated_at":"2026-06-14T22:42:26.180512+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.15,"confidence":"high","headline":"Wendy's stockholders re-elect all 12 directors, approve say-on-pay, reject three shareholder proposals","bullets":["All 12 director nominees elected, including Nelson Peltz and CEO Todd Penegor.","Say-on-pay advisory resolution passed with 162.0M votes for vs 3.9M against.","Shareholder proposals on proxy access, independent board chair, and lobbying report rejected.","Independent board chair proposal received 49.9M for vs 116.1M against, showing significant minority support.","Ratification of Deloitte as auditor approved with 186.4M votes for, 2.9M against."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-147102","json":"https://secwatch.observer/filing/0001193125-23-147102.json","markdown":"https://secwatch.observer/filing/0001193125-23-147102.md","text":"https://secwatch.observer/filing/0001193125-23-147102.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/d455116d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T22:42:26.180512+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1144b8c8fe66547c22fea3db85eaaeb37a60f868","claim":"Wendy's Co shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2023 at the 2023-05-16 meeting.","evidence_excerpt":"The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"1653c4921bbdf8c73ac719094e7750c9859ae481","claim":"Wendy's Co shareholders approved Advisory resolution on the frequency of future advisory votes on executive compensation at the 2023-05-16 meeting.","evidence_excerpt":"The proposal regarding an advisory resolution on the frequency of future advisory votes on executive compensation resulted in the expression by the Company’s stockholders of a preference for continuing to hold annual advisory votes on executive compensation.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"2bae7788e12190feb0e360c9196848d30704d0a5","claim":"Wendy's Co shareholders rejected Stockholder proposal regarding proxy access amendments at the 2023-05-16 meeting.","evidence_excerpt":"The stockholder proposal regarding proxy access amendments 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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"65ec1cf4f11c2ba0e7457d18bc70dee7385377f0","claim":"Wendy's Co shareholders approved Advisory resolution to approve executive compensation at the 2023-05-16 meeting.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"818139cbcc5203071c1e436c746514e9bcffb53c","claim":"Wendy's Co shareholders approved Election of 12 director nominees at the 2023-05-16 meeting.","evidence_excerpt":"The proposal to elect each of the 12 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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"aad6e236c0834a59215aec97ad0dcdbd0eaa2317","claim":"Wendy's Co shareholders rejected Stockholder proposal regarding an independent board chair at the 2023-05-16 meeting.","evidence_excerpt":"The stockholder proposal regarding an independent board chair 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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"},{"claim_id":"aaf223fd023bfa14dcf688803d621175c23a38bb","claim":"Wendy's Co shareholders rejected Stockholder proposal requesting a report on lobbying activities and expenditures at the 2023-05-16 meeting.","evidence_excerpt":"The stockholder proposal requesting a report on lobbying activities and expenditures 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.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-16"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}