The Wendy’s Company (WEN) Proxy Filing summary

Executive summary

• Supplement clarifies details of a one-time new-hire equity award for the new CEO, Kirk Tanner, appointed in February 2024.

• Award was designed to replace compensation forfeited by Mr. Tanner upon leaving his previous employer.

• Board believes Mr. Tanner's leadership will drive the next stage of growth, building on prior successes.

Executive compensation and say-on-pay

• Mr. Tanner received a $9.0 million equity award: $6.0 million in restricted stock units vesting over three years, $3.0 million in performance share units vesting on three-year relative total stockholder return targets.

• Award value matches compensation forfeited from his prior employer, with no additional premium.

• Entire award is equity-based to align with shareholder interests and declines in value if return targets are not met.

• Stockholders have supported executive compensation with over 95% approval in “Say-on-Pay” votes for eight years.

• Board recommends voting FOR Proposal 3, the Advisory Resolution to Approve Executive Compensation.

Board of directors and corporate governance

• Board completed CEO transition in early 2024, appointing Mr. Tanner as President and CEO.

• Compensation and Human Capital Committee evaluated and approved the new-hire award structure.