The Wendy’s Company (WEN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, to be held virtually for shareholders of record as of March 23, 2026.

• Proxy materials, including the notice, proxy statement, and annual report, are available online or by request.

Voting matters and shareholder proposals

• Election of eight director nominees is up for shareholder vote.

• Proposal to amend the 2020 Omnibus Award Plan to increase shares available for issuance.

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

• Advisory vote on executive compensation (say-on-pay) included.

• Stockholder proposal to restrict issuance of blank-check preferred stock, if presented.

Board of directors and corporate governance

• Board recommends voting for all director nominees and for proposals 2, 3, and 4, but against proposal 5.

• Proxy card allows discretionary voting on any other matters that may arise.