UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.         )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

THE WENDY’S COMPANY

(Name of the Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

 

		For a convenient way to view proxy
		materials and VOTE go to www.proxydocs.com/WEN
		Have the 12 digit control number located in the shaded box above   available when you access the website and follow the instructions.
		If you want to receive a paper or e-mail copy of the proxy materials for this meeting and future stockholder meetings, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for the 2023 Annual Meeting of Stockholders, you must make this request on or before May 5, 2023.
		To order paper materials, use one of the following methods.

INTERNET www.investorelections.com/WEN				TELEPHONE (866) 648-8133				* E-MAIL paper@investorelections.com

 

When requesting via the Internet or telephone you will need the 12 digit control number located in the shaded box above.								* If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located above) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material.

 

The Wendy’s Company Meeting Information   Meeting Materials:  Notice of 2023 Annual Meeting, Proxy Statement and 2022 Annual Report to Stockholders   Meeting Type:   2023 Annual Meeting of Stockholders   Date:    Tuesday, May 16, 2023   Time:   11:00 AM, ET   Place:   2023 Annual Meeting of Stockholders to be held live via the Internet -    please visit www.proxydocs.com/WEN for more details   You must pre-register to attend the meeting online and/or participate at www.proxydocs.com/WEN.   SEE REVERSE FOR FULL LIST OF ITEMS TO BE VOTED ON

 

The Wendy’s Company

2023 Annual Meeting of Stockholders

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE DIRECTOR NOMINEES (PROPOSAL 1), FOR PROPOSALS 2 AND 3, FOR THE 1 YEAR OPTION IN PROPOSAL 4 AND AGAINST PROPOSALS 5, 6 AND 7.

PROPOSAL

 

1.	Election of Directors

1.01 Nelson Peltz

1.02 Peter W. May

1.03 Matthew H. Peltz

1.04 Michelle Caruso-Cabrera

1.05 Kristin A. Dolan

1.06 Kenneth W. Gilbert

1.07 Richard H. Gomez

1.08 Joseph A. Levato

1.09 Michelle J. Mathews-Spradlin

1.10 Todd A. Penegor

1.11 Peter H. Rothschild

1.12 Arthur B. Winkleblack

 

 

 

2.	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023.

 

3.	Advisory resolution to approve executive compensation.

 

4.	Advisory resolution on the frequency of future advisory votes on executive compensation.

 

 

 

5.	Stockholder proposal regarding proxy access amendments, if properly presented at the Annual Meeting.

 

6.	Stockholder proposal regarding an independent Board Chair, if properly presented at the Annual Meeting.

 

7.	Stockholder proposal requesting a report on lobbying activities and expenditures, if properly presented at the Annual Meeting.

 

 

*If any other matters properly come before the meeting, shares represented by properly submitted proxies will be voted on such matters in the discretion of the persons named as proxies in the Company’s proxy card.

Only stockholders of record as of the close of business on March 20, 2023, the record date for the meeting, are entitled to receive notice of, and to vote at, the meeting.