UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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 19, 2021 (
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Emerging growth company
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 18, 2021, The Wendy’s Company (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected each of the 11 director nominees; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021; (iii) approved an advisory resolution to approve executive compensation; and (iv) approved the stockholder proposal requesting a report on the protection of workers in the Company’s supply chain. 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 1, 2021.
The proposal to elect each of the 11 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 | |||||
Nelson Peltz |
147,705,573 | 11,957,891 | 597,824 | 22,521,497 | ||||
Peter W. May |
158,450,930 | 1,528,531 | 281,828 | 22,521,497 | ||||
Kristin A. Dolan |
118,229,402 | 41,709,609 | 322,278 | 22,521,497 | ||||
Kenneth W. Gilbert |
159,301,773 | 681,952 | 277,564 | 22,521,497 | ||||
Dennis M. Kass |
159,190,222 | 736,378 | 334,688 | 22,521,497 | ||||
Joseph A. Levato |
157,780,402 | 2,142,428 | 338,459 | 22,521,497 | ||||
Michelle J. Mathews-Spradlin |
159,225,434 | 704,539 | 331,315 | 22,521,497 | ||||
Matthew H. Peltz |
158,278,140 | 1,633,177 | 349,971 | 22,521,497 | ||||
Todd A. Penegor |
159,069,758 | 909,086 | 282,445 | 22,521,497 | ||||
Peter H. Rothschild |
154,576,641 | 4,149,389 | 1,535,258 | 22,521,497 | ||||
Arthur B. Winkleblack |
158,683,342 | 1,232,933 | 345,013 | 22,521,497 |
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 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: (i) 180,288,088 votes for; (ii) 2,119,406 votes against; and (iii) 375,292 abstentions.
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: (i) 156,159,268 votes for; (ii) 2,863,481 votes against; (iii) 1,238,540 abstentions; and (iv) 22,521,497 broker non-votes.
The stockholder proposal requesting a report on the protection of workers in the Company’s supply chain 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: (i) 151,174,213 votes for; (ii) 7,474,784 votes against; (iii) 1,612,292 abstentions; and (iv) 22,521,497 broker non-votes.
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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 19, 2021 | By: | /s/ Michael G. Berner |
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Michael G. Berner |
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Vice President – Corporate & Securities Counsel |
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