The Wendy’s Company (WEN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with prior registration required for participation and voting.

• Stockholders will vote on the election of 8 directors, an amendment to the 2020 Omnibus Award Plan, ratification of the external auditor, an advisory say-on-pay resolution, and a shareholder proposal regarding blank-check preferred stock.

• The company experienced a CEO transition in 2025, with Ken Cook appointed as Interim CEO and a comprehensive search underway for a permanent CEO.

• Project Fresh, a strategic turnaround plan, was launched to revitalize the U.S. business and drive sustainable growth.

• International operations delivered strong growth, with an 8.1% increase in systemwide sales and record net unit growth in 2025.

Voting matters and shareholder proposals

• Proposal 1: Election of 8 directors, all currently serving, with one director not standing for re-election.

• Proposal 2: Amendment to the 2020 Omnibus Award Plan to increase shares available for issuance by 21 million.

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal 4: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 5: Shareholder proposal to restrict issuance of blank-check preferred stock, with the board recommending a vote against.

Board of directors and corporate governance

• Board leadership is separated between an independent Chair and the CEO.

• 88% of director nominees are independent; board committees are fully independent.

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

• Annual board and committee self-evaluations and active stockholder engagement are conducted.

• Stockholders have proxy access, the ability to call special meetings, and no supermajority voting requirements.