Wendy's Co — Remuneration Information 2009

May 13, 2009

DEFA14A 1 defa14a_051209.htm defa14a_051209.htm Licensed to: Arby's Restaurant Group, Inc. Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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 193 4 (Amendment
No. ) |
| --- |
| Filed
by the Registrant [ X ] |
| Filed
by a Party other than the Registrant [ ] |
| Check
the appropriate box: [ ]
Preliminary Proxy Statement [ ]
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) [ ]
Definitive Proxy Statement [ X ] Definitive Additional
Materials [ ]
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. [ ]
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: ........................................................................................ |
| [ ]
Fee paid previously with preliminary materials. |
| [ ]
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: ........................................................................................ |

1

May 13, 2009

Wendy’s/Arby’s Group, Inc. (the “Company”) has decided not to agree to contractual provisions in future contracts with named executive officers requiring the Company to reimburse such executive officers for excise taxes payable on a change in control of the Company, except for certain circumstances where the Company believes that special accommodations have to be made to recruit a new executive officer to the Company. In such a case, the excise tax “gross ups” will be limited to payments triggered by both a change in control and termination of employment and will be subject to a three year sunset provision. In addition, the Company has decided not to agree to contractual provisions in future contracts with named executive officers requiring the Company to make severance payments solely as a result of (i) a change in control of the Company or (ii) a change in control of the Company and the passage of time. The foregoing shall not apply to the renewal of any currently existing employment agreements in accordance with the current provisions thereof .

2