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Wendy's Co Proxy Solicitation & Information Statement 2010

Apr 9, 2010

31695_rns_2010-04-09_ea78af45-8996-4d73-b69a-ac4a37dd4ddb.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 c60951_defa14a.htm

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 x Filed by a Party other than the Registrant o Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

x Definitive Additional Materials

o Soliciting Material under Rule 14a-12

Wendy’s/Arby’s Group, Inc. Name of the Registrant as Specified In Its Charter

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

| 1. | Title of each class of
securities to which transaction applies: |
| --- | --- |
| | ........................................................................................ |
| 2. | Aggregate number of
securities to which transaction applies: |
| | ........................................................................................ |
| 3. | Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state how it
was determined): |
| | ........................................................................................ |
| 4. | Proposed maximum aggregate
value of transaction: |
| | ........................................................................................ |
| 5. | Total fee paid: |
| | ........................................................................................ |

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:
........................................................................................
2. Form, Schedule or
Registration Statement No.:
........................................................................................
3. Filing Party:
........................................................................................
4. Date Filed:
........................................................................................

* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 27, 2010.

WENDY’S/ARBY’S GROUP, INC. Meeting Information
Meeting Type: Annual Meeting
For holders as of: April 1, 2010
Date: May 27, 2010 Time: 11:00 a.m. EDT
WENDY’S/ARBY’S GROUP, INC. 1155 PERIMETER CENTER WEST ATLANTA, GA 30338 Location: W New York 541 Lexington Avenue New York, NY 10022
You are receiving this
communication because you hold shares in the above named company. This is not a ballot. You
cannot use this notice to vote these shares. This communication presents only
an overview of the more complete proxy materials that are available to you on
the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy
(see reverse side). We encourage you to access
and review all of the important information contained in the proxy materials
before voting.
See the reverse side of this
notice to obtain proxy materials and voting instructions.

M24233-P93307

How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the 12-Digit Control
Number available (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a
PAPER or E-MAIL Copy:
If you want to receive a
paper or e-mail copy of these documents, you must request one. There is NO
charge for requesting a copy. Please choose one of the following methods to
make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
* If requesting materials by
e-mail, please send a blank e-mail with the 12-Digit Control Number (located on
the following page) in the subject line.
Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. To facilitate timely delivery, please make the request as instructed
above on or before May 13, 2010.
Please Choose One of the Following Voting Methods

| Vote In Person: Many
stockholder meetings have attendance requirements including, but not limited to,
the possession of an attendance ticket issued by the entity holding the meeting.
Please check the meeting materials for any special requirements for meeting
attendance. At the meeting you will need to request a ballot to vote these
shares. |
| --- |
| Vote By Internet: To vote now by Internet, go to www.proxyvote.com . Have the
12-Digit Control Number available and follow the instructions. |
| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will
include a proxy card. |

M24234-P93307

Voting Items

The Board of Directors recommends a vote “FOR” the election of the nominees listed and “FOR” each proposal, except the stockholder proposal regarding poultry slaughter (Proposal 4), which the Board of Directors recommends a vote “AGAINST.”

1.
Nominees:
01) Nelson Peltz 07) J. Randolph Lewis
02) Peter W. May 08) Peter H. Rothschild
03) Clive Chajet 09) David E. Schwab II
04) Edward P. Garden 10) Roland C. Smith
05) Janet Hill 11) Raymond S. Troubh
06) Joseph A. Levato 12) Jack G. Wasserman
2. To approve the Company’s 2010 Omnibus Award Plan.
3. To ratify the appointment of Deloitte & Touche LLP as
the Company’s independent registered public accountants for 2010.
4. To vote on a stockholder proposal regarding poultry slaughter.

M24235-P93307