Wendy's Co — Remuneration Information 2025

Apr 3, 2025

DEFA14A 1 d880047ddefa14a.htm DEFA14A DEFA14A

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 ☒

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
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

THE WENDY’S COMPANY

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

P.O. BOX 8016, CARY, NC 27512-9903

| The Wendy’s Company Annual Meeting of Stockholders Wednesday, May 21, 2025 11:00 AM, ET 2025 Annual Meeting of Stockholders to be held via the Internet - please visit www.proxydocs.com/WEN for more details You must pre-register to attend the meeting online and/or participate at
www.proxydocs.com/WEN For a convenient way to view proxy materials and VOTE go to www.proxydocs.com/WEN Have the 12 digit control number located in the box below available when you access the website and follow the instructions. This communication presents only an overview of the more complete proxy materials that are
available to you on the Internet or by mail. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be
delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy materials for this meeting and future stockholder meetings, you must request one. There is no charge to you for
requesting a copy. In order to receive a paper package in time for the 2025 Annual Meeting of Stockholders, you must make this request on or before May 9, 2025. |
| --- |
| Have the 12 digit control number located in the box above available when you access the website and follow the instructions. |
| SEE REVERSE FOR FULL AGENDA |
| Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights
Reserved |

The Wendy’s Company 2025 Annual Meeting of Stockholders

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE DIRECTOR NOMINEES (PROPOSAL 1), FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSALS 4, 5 AND 6.

PROPOSAL

1.	Election of Directors
	1.01 Arthur B. Winkleblack
	1.02 Peter W. May
	1.03 Matthew H. Peltz
	1.04 Wendy C. Arlin
	1.05 Michelle Caruso-Cabrera
	1.06 Kristin A. Dolan
	1.07 Richard H. Gomez
	1.08 Michelle J. Mathews-Spradlin
	1.09 Peter H. Rothschild
	1.10 Kirk Tanner
2.	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025.
3.	Advisory resolution to approve executive compensation.
4.	Stockholder proposal regarding an emissions reduction assessment, if properly presented at the Annual Meeting.
5.	Stockholder proposal regarding worker-driven social responsibility, if properly presented at the Annual Meeting.
6.	Stockholder proposal regarding single-use plastics, if properly presented at the Annual Meeting.
*If any other matters properly come before the meeting, shares represented by properly submitted proxies will be voted on such matters in the discretion of the persons named as proxies in
the Company’s proxy card.
Only stockholders of record as of the close of business on March 24, 2025, the record date for the meeting, are entitled to receive notice of, and to vote at, the
meeting.