The Wendy’s Company (WEN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2025, with prior registration required for participation and voting.

• The agenda includes director elections, auditor ratification, an advisory vote on executive compensation, and three shareholder proposals.

• The company highlights 2024 achievements: 14th consecutive year of global same-restaurant sales growth, leadership transition, and progress on digital and global expansion strategies.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 directors, ratifying Deloitte & Touche LLP as auditor, approving executive compensation, and three shareholder proposals (emissions reduction, worker-driven social responsibility, single-use plastics).

• The board recommends voting FOR all board proposals and AGAINST all shareholder proposals.

Board of directors and corporate governance

• The board consists of 10 nominees with diverse backgrounds and 80% independence.

• Nelson Peltz retired as Chairman in 2024; Arthur B. Winkleblack is now independent non-executive Chairman.

• Board committees include Audit, Compensation and Human Capital, Nominating and Corporate Governance, Corporate Social Responsibility, and Technology.

• Annual board and committee self-evaluations and active shareholder engagement are emphasized.