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The Wendy's Company 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and The Wendy's Company’s Form 8-K, filed May 22, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 12Ballot items
  • 389Asset managers
  • 3,925Fund votes
  • May 20, 2026Meeting date

Results at a glance

Meeting of May 20, 2026: 12 items on The Wendy's Company’s Form 8-K, filed May 22, 2026: 4 approved · 8 without a stated outcome.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore The Wendy's Company in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by The Wendy's Company

These tallies are The Wendy's Company’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 22, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

The Wendy's Company — official shareholder meeting results, meeting held May 20, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Arthur B. Winkleblack 111,205,9133,204,516590,007 --35,699,261 97%Not verified—
Elect Director: Peter W. May 110,514,4523,891,557594,427 --35,699,261 97%Not verified—
Elect Director: Wendy C. Arlin 112,250,6012,196,857552,978 --35,699,261 98%Not verified—
Elect Director: Michelle Caruso-Cabrera 111,976,9272,492,838530,671 --35,699,261 98%Not verified—
Elect Director: Richard H. Gomez 111,776,6622,846,305377,470 --35,699,261 98%Not verified—
Elect Director: Michelle J. Mathews-Spradlin 111,679,1822,956,585364,670 --35,699,261 97%Not verified—
Elect Director: Bradley G. Peltz 110,990,9183,634,932374,586 --35,699,261 97%Not verified—
Elect Director: Peter H. Rothschild 111,103,8843,532,202364,351 --35,699,261 97%Not verified—
2. 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 104,652,2769,725,101623,059 --35,699,261 91%Approveda majority of the shares present or represented
3. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026 148,104,8121,847,183747,702 ---- 99%Approveda majority of the shares present or represented
4. Proposal to approve an advisory resolution to approve executive compensation 107,732,6826,462,483805,271 --35,699,261 94%Approveda majority of the shares present or represented
5. Stockholder proposal regarding a restriction on "blank-check" preferred stock 58,561,81955,614,508824,109 --35,699,261 51.3%Approveda majority of the shares present or represented

Source: The Wendy's Company, Form 8-K, filed with the SEC on May 22, 2026 — read the filing on EDGAR.

How asset managers voted at the The Wendy's Company 2025-2026 meeting

Each item below shows how the 389 asset managers that disclosed a The Wendy's Company vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Arthur B. Winkleblack

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 111,205,913AGAINST: 3,204,516
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Election of Directors: Arthur B. Winkleblack

The Wendy's Company’s own tally for this item (“Elect Director: Arthur B. Winkleblack”): 111,205,913 for, 3,204,516 against, per its Form 8-K filed May 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 47,554,929 for, 273,446 against, 30,967 abstained, 22,913 not voted.

FOR
FOR: 47,554,929AGAINST: 273,446ABSTAIN: 30,967NOT VOTED: 22,913
Largest asset managers voting on “Election of Directors: Arthur B. Winkleblack” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,302,51883,674 70For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,871,8132,101 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN081,364 00Against

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

2. Elect Director: Bradley G. Peltz

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 110,990,918AGAINST: 3,634,932
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Election of Directors: Bradley G. Peltz

The Wendy's Company’s own tally for this item (“Elect Director: Bradley G. Peltz”): 110,990,918 for, 3,634,932 against, per its Form 8-K filed May 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 47,828,208 for, 173 against, 30,965 abstained, 22,913 not voted.

FOR
FOR: 47,828,208AGAINST: 173ABSTAIN: 30,965NOT VOTED: 22,913
Largest asset managers voting on “Election of Directors: Bradley G. Peltz” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,386,14751 50For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,873,792122 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN81,3640 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

3. Elect Director: Michelle Caruso-Cabrera

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 111,976,927AGAINST: 2,492,838
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Election of Directors: Michelle Caruso-Cabrera

The Wendy's Company’s own tally for this item (“Elect Director: Michelle Caruso-Cabrera”): 111,976,927 for, 2,492,838 against, per its Form 8-K filed May 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 47,828,344 for, 34 against, 30,967 abstained, 22,913 not voted.

FOR
FOR: 47,828,344AGAINST: 34ABSTAIN: 30,967NOT VOTED: 22,913
Largest asset managers voting on “Election of Directors: Michelle Caruso-Cabrera” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,386,16134 70For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,873,9140 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN81,3640 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

4. Elect Director: Michelle J. Mathews-Spradlin

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 111,679,182AGAINST: 2,956,585
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Election of Directors: Michelle J. Mathews-Spradlin

The Wendy's Company’s own tally for this item (“Elect Director: Michelle J. Mathews-Spradlin”): 111,679,182 for, 2,956,585 against, per its Form 8-K filed May 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 47,827,369 for, 1,012 against, 30,965 abstained, 22,913 not voted.

FOR
FOR: 47,827,369AGAINST: 1,012ABSTAIN: 30,965NOT VOTED: 22,913
Largest asset managers voting on “Election of Directors: Michelle J. Mathews-Spradlin” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,386,15840 50For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,873,792122 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN81,3640 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

5. Elect Director: Peter H. Rothschild

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 111,103,884AGAINST: 3,532,202
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Election of Directors: Peter H. Rothschild

The Wendy's Company’s own tally for this item (“Elect Director: Peter H. Rothschild”): 111,103,884 for, 3,532,202 against, per its Form 8-K filed May 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 47,827,361 for, 1,019 against, 30,965 abstained, 22,913 not voted.

FOR
FOR: 47,827,361AGAINST: 1,019ABSTAIN: 30,965NOT VOTED: 22,913
Largest asset managers voting on “Election of Directors: Peter H. Rothschild” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,386,15047 50For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,873,792122 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN81,3640 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

6. Elect Director: Peter W. May

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 110,514,452AGAINST: 3,891,557
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Election of Directors: Peter W. May

The Wendy's Company’s own tally for this item (“Elect Director: Peter W. May”): 110,514,452 for, 3,891,557 against, per its Form 8-K filed May 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 47,827,351 for, 1,024 against, 30,967 abstained, 22,913 not voted.

FOR
FOR: 47,827,351AGAINST: 1,024ABSTAIN: 30,967NOT VOTED: 22,913
Largest asset managers voting on “Election of Directors: Peter W. May” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,386,14052 70For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,873,792122 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN81,3640 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

7. Elect Director: Richard H. Gomez

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 111,776,662AGAINST: 2,846,305
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Election of Directors: Richard H. Gomez

The Wendy's Company’s own tally for this item (“Elect Director: Richard H. Gomez”): 111,776,662 for, 2,846,305 against, per its Form 8-K filed May 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 47,690,891 for, 137,489 against, 30,965 abstained, 22,913 not voted.

FOR
FOR: 47,690,891AGAINST: 137,489ABSTAIN: 30,965NOT VOTED: 22,913
Largest asset managers voting on “Election of Directors: Richard H. Gomez” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,333,05453,143 50For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,871,8132,101 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN081,364 00Against

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

8. Elect Director: Wendy C. Arlin

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 112,250,601AGAINST: 2,196,857
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Election of Directors: Wendy C. Arlin

The Wendy's Company’s own tally for this item (“Elect Director: Wendy C. Arlin”): 112,250,601 for, 2,196,857 against, per its Form 8-K filed May 22, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 47,828,349 for, 29 against, 30,967 abstained, 22,913 not voted.

FOR
FOR: 47,828,349AGAINST: 29ABSTAIN: 30,967NOT VOTED: 22,913
Largest asset managers voting on “Election of Directors: Wendy C. Arlin” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,386,16629 70For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,873,9140 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN81,3640 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

9. 2. Proposal to approve the Amendment to the Company's 2020 Plan to increase the number of shares of common stock…

Official resultCOMPENSATIONReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

91% Approved · of votes cast

FOR 91%
FOR: 104,652,276AGAINST: 9,725,101
Details: description as filed, official tally, votes by 78 asset managers

Description as filed by funds: Approve an amendment to the Company's 2020 Omnibus Award Plan to increase the number of shares of common stock available for issuance under the plan.

The Wendy's Company’s own tally for this item (“2. 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”): 104,652,276 for, 9,725,101 against — passed, per its Form 8-K filed May 22, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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 vo…”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares present or represented (“majority of the shares of common stock present”).

The 78 asset managers below reported 47,226,323 for, 625,317 against, 30,967 abstained, 22,913 not voted.

FOR
FOR: 47,226,323AGAINST: 625,317ABSTAIN: 30,967NOT VOTED: 22,913
Largest asset managers voting on “Approve an amendment to the Company's 2020 Omnibus Award Plan to increase the number of shares of common stock” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,332,95553,236 70For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,871,6912,223 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century0299,237 00Against
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable73,03914,526 00Mixed
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli084,000 00Against
AllianceBernstein082,440 00Against
TIMOTHY PLAN081,364 00Against

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

10. 4. Proposal to approve an advisory resolution to approve executive compensation

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 107,732,682AGAINST: 6,462,483
Details: description as filed, official tally, votes by 386 asset managers

Description as filed by funds: Advisory resolution to approve executive compensation.

The Wendy's Company’s own tally for this item (“4. Proposal to approve an advisory resolution to approve executive compensation”): 107,732,682 for, 6,462,483 against — passed, per its Form 8-K filed May 22, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares present or represented (“majority of the shares of common stock present”).

Also reported under other wordings, matched to the same row of The Wendy's Company’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (4 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 71 asset managers voting on “Advisory resolution to approve executive compensation.” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,355,57630,615 110For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,873,127787 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle0396,731 00Against
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century0299,237 00Against
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI33,01887,069 00Mixed
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN81,3640 00For

Fund voting reports, all 71 managers: 46,889,742 for, 932,280 against, 30,971 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 336 asset managers voting on “Advisory resolution to approve executive compensation.” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
WELLS FARGO CLEARING SERVICES, LLC6,629,2500 00For
Charles Schwab6,466,2230 00For
HARRIS ASSOCIATES L P5,882,2730 00For
HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND3,245,0000 00For
BlackRock2,632,774170,865 00Mixed
State Street2,157,679255 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC1,824,4940 00For
Northern Trust1,555,62614,146 00For
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC887,5950 00For
Vanguard818,8570 00For
PRINCIPAL GLOBAL INVESTORS766,3510 00For
BESSEMER INVESTMENT MANAGEMENT LLC759,1080 00For
Connor, Clark & Lunn Investment Management Ltd.721,6810 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP623,36985,847 00Mixed
Janus Henderson642,8760 00For
GEODE CAPITAL MANAGEMENT, LLC416,3410 00For
Baird384,5200 00For
T. Rowe Price383,5290 00For
MELLON INVESTMENTS Corp346,7470 00For
AQR325,6720 00For
UBS0316,309 00Against
Rhumbline275,24139,013 00Mixed
Gotham Asset Management, LLC303,1170 00For
American Century0300,237 00Against
Fidelity233,5550 00For

Institutional-manager reports, all 336 managers: 42,159,489 for, 1,659,780 against, 41,224 abstained, 400 not voted. Showing the 25 largest; see all in the interactive database.

11. 3. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

99% Approved · of votes cast

FOR 99%
FOR: 148,104,812AGAINST: 1,847,183
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.

The Wendy's Company’s own tally for this item (“3. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026”): 148,104,812 for, 1,847,183 against — passed, per its Form 8-K filed May 22, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares present or represented (“majority of the shares of common stock present”).

The 76 asset managers below reported 47,701,031 for, 142,331 against, 30,965 abstained, 22,913 not voted.

FOR
FOR: 47,701,031AGAINST: 142,331ABSTAIN: 30,965NOT VOTED: 22,913
Largest asset managers voting on “Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accoun” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard15,355,65330,543 50For
BlackRock13,993,5800 00For
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,873,792122 00For
WisdomTree1,248,8070 00For
Fidelity712,1460 00For
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National212,6930 00For
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial114,8980 00For
Equitable87,5650 00For
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN81,3640 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

12. 5. Stockholder proposal regarding a restriction on "blank-check" preferred stock

Official resultOTHER SOCIAL ISSUESReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

51.3% Approved · of votes cast

FOR 51.3%AGAINST
FOR: 58,561,819AGAINST: 55,614,508
Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Stockholder proposal regarding a restriction on "blank-check" preferred stock, if properly presented at the Annual Meeting.

The Wendy's Company’s own tally for this item (“5. Stockholder proposal regarding a restriction on "blank-check" preferred stock”): 58,561,819 for, 55,614,508 against — passed, per its Form 8-K filed May 22, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 51.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares present or represented (“majority of the shares of common stock present”).

The 74 asset managers below reported 25,700,308 for, 22,128,063 against, 30,971 abstained, 22,913 not voted.

FORAGAINST
FOR: 25,700,308AGAINST: 22,128,063ABSTAIN: 30,971NOT VOTED: 22,913
Largest asset managers voting on “Stockholder proposal regarding a restriction on "blank-check" preferred stock, if properly presented at the An” at The Wendy's Company, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard8,904,6266,481,562 110Mixed
BlackRock154,22713,839,353 00Against
Charles Schwab6,323,8130 00For
HARRIS ASSOCIATES INVESTMENT TRUST3,397,4000 00For
State Street1,871,6642,250 00For
WisdomTree01,248,807 00Against
Fidelity580,332131,814 00Mixed
ALPS ETF Trust547,0040 00For
Advisers Investment Trust529,7000 00For
Columbia Threadneedle396,7310 00For
Principal385,2880 00For
OLD WESTBURY FUNDS INC379,5540 00For
Janus Detroit Street Trust321,4380 00For
American Century299,2370 00For
Jackson National40,285172,408 00Mixed
Invesco157,9630 00For
Morgan Stanley135,2820 00For
Franklin Templeton120,3840 00For
SEI120,0870 00For
Lincoln Financial94,14920,749 00Mixed
Equitable79,8847,681 00Mixed
HOTCHKIS & WILEY FUNDS /DE/84,7200 00For
Gabelli84,0000 00For
AllianceBernstein82,4400 00For
TIMOTHY PLAN81,3640 00For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 21, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest The Wendy's Company shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 190,480,640 shares outstanding at the time of that meeting.

Fund voting reports: top The Wendy's Company shareholders by shares voted on “Approve an amendment to the Company's 2020 Omnibus Award Plan to increase the number of shares…”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 8.08%
2BlackRock 7.35%
3Charles Schwab 3.32%
4HARRIS ASSOCIATES INVESTMENT TRUST 1.78%
5State Street 0.98%
6WisdomTree 0.66%
7Fidelity 0.37%
8ALPS ETF Trust 0.29%
9Advisers Investment Trust 0.28%
10Columbia Threadneedle 0.21%
Institutional-manager reports: top The Wendy's Company shareholders by shares voted on “Advisory resolution to approve executive compensation.”, 2025-2026
#Asset manager % of shares outstanding
1WELLS FARGO CLEARING SERVICES, LLC 3.48%
2Charles Schwab 3.39%
3HARRIS ASSOCIATES L P 3.09%
4HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND 1.70%
5BlackRock 1.47%
6State Street 1.13%
7PARAMETRIC PORTFOLIO ASSOCIATES LLC 0.96%
8Northern Trust 0.82%
9HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC 0.47%
10Vanguard 0.43%

Reported The Wendy's Company holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

The Wendy's Company holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
Nelson Peltz 16.23% 13D
BlackRock 11.41% 13F
Vanguard Group 9.00% 13F
Morgan Stanley 3.44% 13F
Charles Schwab 3.41% 13F
HARRIS ASSOCIATES L P 3.11% 13G
State Street 2.87% 13F
Two Sigma 2.04% 13F
Dimensional Fund Advisors 1.83% 13F
Millennium Management 1.79% 13F

Percentages above are of 190,480,640 shares outstanding, as reported by The Wendy's Company on its Form 10-Q dated May 1, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from The Wendy's Company’s 10-Q dated May 1, 2026. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At The Wendy's Company's shareholder meeting held May 20, 2026, in the 2025-2026 proxy season, 389 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 3,925 separate fund positions. On the most widely held item on that ballot — Advisory resolution to approve executive compensation. — The Wendy's Company's filing reports the proposal as approved, with 94% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: The Wendy's Company's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 22, 2026.

The Wendy's Company proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.