Wendy's Co — Remuneration Information 2014

Apr 11, 2014

DEFA14A 1 d667553ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

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 ¨

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
THE WENDY’S COMPANY
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:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to Be Held on May 28, 2014.

	Meeting Information — Meeting Type:	2014 Annual Meeting of Stockholders
	For holders as of:	April 2, 2014
	Date: May 28, 2014	Time: 10:00 a.m.
(EDT)
●	Location: The Wendy’s
Company
	Thomas Conference Center
	One Dave Thomas Blvd. Dublin, Ohio 43017
	You are receiving this notice because you hold shares of stock in The Wendy’s 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 or by mail. You may view the proxy materials online at www.proxyvote.com or easily request a paper
or e-mail copy at no charge (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.

How to Access the Proxy Materials

| Proxy Materials Available to VIEW or RECEIVE: |
| --- |
| NOTICE OF ANNUAL MEETING, PROXY STATEMENT, PROXY CARD AND ANNUAL REPORT TO STOCKHOLDERS How to View Online: Have the information that is printed in the box marked by the arrow (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 the Company’s proxy materials for this meeting and for future stockholder meetings, 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* : sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow (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 the Company or to your investment advisor. Please make the request as instructed above on or before May 14, 2014
to facilitate timely delivery. |

—— How To Vote ——

Please Choose One of the Following Voting Methods

●
Vote By Telephone: You can vote by telephone by requesting a paper or e-mail copy of
the proxy materials, which will include a proxy card that contains instructions on how to transmit your voting instructions by telephone.

Voting Items

Notice is hereby given that the 2014 Annual Meeting of Stockholders of The Wendy’s Company will be held at the Thomas Conference Center located at the Company’s corporate offices, One Dave Thomas Blvd., Dublin, Ohio 43017, on May 28, 2014, at 10:00 a.m. (EDT), for the following purposes:

The Board of Directors recommends that you vote FOR the election of each of the director nominees named below:

1.
Nominees:
01)	Nelson Peltz	06)	Joseph A. Levato
02)	Peter W. May	07)	J. Randolph Lewis
03)	Emil J. Brolick	08)	Peter H. Rothschild
04)	Edward P. Garden	09)	David E. Schwab II
05)	Janet Hill	10)	Jack G. Wasserman

The Board of Directors recommends that you vote FOR proposals 2 and 3:

1. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2014.

2. Advisory resolution to approve executive compensation.

The Board of Directors recommends that you vote AGAINST proposal 4:

1. Stockholder proposal regarding an independent board chairman, if properly presented at the meeting.

If any other matter properly comes before the meeting, shares represented by properly submitted proxies will be voted on such matter in the discretion of the persons named as proxies in the Company’s proxy card for the meeting.

Only stockholders of record at the close of business on April 2, 2014, the record date for the meeting, are entitled to receive notice of, and to vote at, the meeting.