UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 23, 2024, The Wendy’s Company (the “Company”) issued a press release announcing the appointment of Abigail Pringle to the newly created role of President, U.S. and E.J. Wunsch to the role of President, International, in each case effective June 17, 2024.
As President, U.S., Ms. Pringle will direct all aspects of the Company’s U.S. business, which includes more than 6,000 Company-operated and franchised restaurants. Ms. Pringle has served as President, International and Chief Development Officer since 2019, and in numerous leadership roles across Development, Operations and Strategic Initiatives since joining the Company in 2002.
As President, International, Mr. Wunsch will assume accountability for the Company’s International business across 33 countries and U.S. territories. Mr. Wunsch has served as Chief Legal Officer since joining the Company in 2016, and has been a strategic partner on various international initiatives across Australia, Asia, Europe and South America.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
There are no arrangements or understandings between either Ms. Pringle or Mr. Wunsch and any other persons pursuant to which Ms. Pringle and Mr. Wunsch were appointed as President, U.S. and President, International, respectively. Neither Ms. Pringle nor Mr. Wunsch nor any member of their respective immediate families has had (or proposes to have) a direct or indirect interest in any transaction in which the Company or any of its subsidiaries was (or is proposed to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K. The Company has not entered into or materially amended any material plans, contracts or arrangements with, or made any grant or award (or modification thereto) under any such plans, contracts or arrangements to, either Ms. Pringle in connection with her appointment as President, U.S. or Mr. Wunsch in connection with his appointment as President, International.
Certain biographical information for Ms. Pringle and Mr. Wunsch required by Item 5.02(c) of Form 8-K has been previously reported in the “Executive Officers” section of the Company’s definitive proxy statement on Schedule 14A for its 2024 annual meeting of stockholders filed with the Securities and Exchange Commission on April 4, 2024 (the “2024 Proxy Statement”) and is incorporated by reference into this Item 5.02.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 21, 2024, The Wendy’s Company (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected each of the 12 director nominees; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024; (iii) approved an advisory resolution to approve executive compensation; (iv) did not approve the stockholder proposal regarding cage-free eggs; (v) did not approve the stockholder proposal regarding an independent board chair; and (vi) did not approve the stockholder proposal requesting a racial equity audit. The voting results for each proposal are set forth below. The proposals are further described in the 2024 Proxy Statement.
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Proposal 1
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. 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 |
157,786,502 | 3,821,203 | 452,997 | 20,142,013 | ||||||||||||
| Peter W. May |
158,549,092 | 3,044,861 | 466,748 | 20,142,013 | ||||||||||||
| Matthew H. Peltz |
158,966,908 | 2,625,153 | 468,640 | 20,142,013 | ||||||||||||
| Wendy C. Arlin |
160,688,927 | 871,820 | 499,923 | 20,142,043 | ||||||||||||
| Michelle Caruso-Cabrera |
160,039,268 | 1,591,507 | 429,926 | 20,142,013 | ||||||||||||
| Kristin A. Dolan |
151,444,113 | 10,114,192 | 502,396 | 20,142,013 | ||||||||||||
| Kenneth W. Gilbert |
160,123,496 | 1,470,356 | 466,849 | 20,142,013 | ||||||||||||
| Richard H. Gomez |
159,851,977 | 1,764,484 | 444,240 | 20,142,013 | ||||||||||||
| Michelle J. Mathews-Spradlin |
160,000,871 | 1,620,609 | 439,220 | 20,142,013 | ||||||||||||
| Peter H. Rothschild |
157,227,548 | 4,336,882 | 496,271 | 20,142,013 | ||||||||||||
| Kirk Tanner |
160,611,267 | 1,009,306 | 440,128 | 20,142,013 | ||||||||||||
| Arthur B. Winkleblack |
159,782,064 | 1,777,126 | 501,511 | 20,142,013 | ||||||||||||
Proposal 2
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 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:
| Votes For |
Votes Against |
Abstentions | ||
| 179,828,693 | 1,843,795 | 530,226 |
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Proposal 3
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:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 157,439,459 | 3,855,075 | 766,167 | 20,142,013 |
Proposal 4
The stockholder proposal regarding cage-free eggs 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. The voting results for this proposal were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 36,375,016 | 124,091,264 | 1,594,422 | 20,142,013 |
Proposal 5
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. The voting results for this proposal were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 33,651,243 | 127,719,590 | 689,869 | 20,142,013 |
Proposal 6
The stockholder proposal requesting a racial equity audit 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. The voting results for this proposal were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 17,453,629 | 143,049,340 | 1,557,731 | 20,142,013 |
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press release issued by The Wendy’s Company on May 23, 2024. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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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 23, 2024 | By: | /s/ Michael G. Berner | ||||
| Michael G. Berner | ||||||
| Vice President – Corporate & Securities Counsel and Chief Compliance Officer, and Assistant Secretary | ||||||
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