--- 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" generated_at: "2026-06-14T22:42:26.180512+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Wendy's stockholders re-elect all 12 directors, approve say-on-pay, reject three shareholder proposals ## Summary - 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. ## SEC filing metadata - 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 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-147102 - JSON: https://secwatch.observer/filing/0001193125-23-147102.json - Plain text: https://secwatch.observer/filing/0001193125-23-147102.txt ## Key facts - Shareholder Votes 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. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-16 source text: 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_url: https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm - Shareholder Votes Wendy's Co shareholders approved Advisory resolution on the frequency of future advisory votes on executive compensation at the 2023-05-16 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-16 source text: 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_url: https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm - Shareholder Votes Wendy's Co shareholders rejected Stockholder proposal regarding proxy access amendments at the 2023-05-16 meeting. - Outcome: failed - Meeting: 2023-05-16 source text: 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_url: https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm - Shareholder Votes Wendy's Co shareholders approved Advisory resolution to approve executive compensation at the 2023-05-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-16 source text: 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_url: https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm - Shareholder Votes Wendy's Co shareholders approved Election of 12 director nominees at the 2023-05-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-16 source text: 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_url: https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm - Shareholder Votes Wendy's Co shareholders rejected Stockholder proposal regarding an independent board chair at the 2023-05-16 meeting. - Outcome: failed - Meeting: 2023-05-16 source text: 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_url: https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm - Shareholder Votes Wendy's Co shareholders rejected Stockholder proposal requesting a report on lobbying activities and expenditures at the 2023-05-16 meeting. - Outcome: failed - Meeting: 2023-05-16 source text: 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_url: https://www.sec.gov/Archives/edgar/data/30697/000119312523147102/0001193125-23-147102-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.