THE WENDY'S COMPANY

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

& PROXY STATEMENT

The Wendy's Company

One Dave Thomas Boulevard Dublin, Ohio 43017

(614) 764-3100

April 1, 2021

Dear Fellow Stockholders:

You are cordially invited to join us at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of The Wendy's Company (the "Company"), which will be held virtually on Tuesday, May 18, 2021 at 11:00 a.m. (Eastern Time). Due to the ongoing impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, we have adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow all stockholders to participate in the Annual Meeting regardless of location. At our virtual Annual Meeting, stockholders who held shares as of the record date, March 22, 2021, will be able to attend and participate. Please visit www.proxydocs.com/WENfor more details. The Board of Directors and management hope that you will be able to participate in the virtual Annual Meeting. The business to be conducted at the Annual Meeting is described in the Notice of 2021 Annual Meeting of Stockholders and Proxy Statement (the "Proxy Statement").

Please be advised that prior registration at www.proxydocs.com/WENis required to attend and participate in

the virtual Annual Meeting. Upon completing your registration (which will require the control number included in your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials) you will receive further instructions via email, including your unique links that will allow you to access, submit questions and vote at the virtual Annual Meeting. You will not be able to attend the Annual Meeting in person.

We encourage you to participate in the virtual Annual Meeting. For further information on how to participate in the virtual Annual Meeting, please see "Additional Details Regarding the Annual Meeting" on page 6 of the Proxy Statement. Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Please promptly cast your vote by completing and returning your proxy card in the enclosed envelope or to the address indicated on your proxy card or voting instruction form. You may also cast your vote by telephone or via the Internet as described in the instructions included with your proxy materials. If you attend the virtual Annual Meeting and wish to vote your shares electronically during the virtual Annual Meeting, you may revoke your previously submitted proxy as explained in the Proxy Statement.

Thank you for your continued support and investment in The Wendy's Company.

Sincerely,

TODD A. PENEGOR

President and Chief Executive Officer

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Tuesday, May 18, 2021, 11:00 a.m. (Eastern Time)

Virtual Meeting Only - No Physical Meeting Location

The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of The Wendy's Company (the "Company") will be held virtually on Tuesday, May 18, 2021 at 11:00 a.m. (Eastern Time). Due to the ongoing impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, we have adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow all stockholders to participate in the Annual Meeting regardless of location. See "Annual Meeting Attendance and Participation" below for additional details.

ITEMS OF BUSINESS

At the Annual Meeting, you will be asked to:

  1. Elect 11 directors to hold office until the Company's next annual meeting of stockholders;
  2. Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2021;
  3. Vote on an advisory resolution to approve executive compensation;
  4. Vote on the stockholder proposal described in the accompanying proxy statement, if properly presented at the meeting; and
  5. Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

RECORD DATE

The record date for the Annual Meeting is March 22, 2021. Only holders of record of shares of the Company's common stock at the close of business on the record date are entitled to vote on all business transacted at the Annual Meeting or any adjournment or postponement thereof.

VOTING YOUR PROXY

Your vote is important! Stockholders are cordially invited to attend and participate in the virtual Annual Meeting via our live webcast. Whether or not you plan to attend the virtual Annual Meeting, please promptly complete and return your proxy card in the enclosed envelope, or submit your proxy by telephone or via the Internet as described in your proxy card or voting instruction form. As described below, you may also vote electronically at the virtual Annual Meeting if you register, attend and participate in the virtual Annual Meeting.

ANNUAL MEETING ATTENDANCE AND PARTICIPATION

Please be advised that prior registration at www.proxydocs.com/WENis required to attend and participate in the virtual Annual Meeting. Upon completing your registration (which will require the control number included in your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials) you will receive further instructions via email, including your unique links that will allow you to access, submit questions and vote at the virtual Annual Meeting. If the shares you own are held in "street name" by a bank or brokerage firm, you must obtain a valid proxy from your bank or brokerage firm in order to submit your vote at the virtual Annual Meeting. For further information on how to register, attend and participate in the virtual Annual Meeting, please see "Additional Details Regarding the Annual Meeting" on page 6 of the Proxy Statement.

By Order of the Board of Directors:

E. J. WUNSCH

Chief Legal Officer and Secretary

April 1, 2021

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to be held on May 18, 2021: This Notice of Annual Meeting of Stockholders, the Proxy Statement

and the 2020 Annual Report to Stockholders are available at www.proxydocs.com/WEN.

Attachments

  • Original document
  • Permalink

Disclaimer

The Wendy's Company published this content on 01 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 April 2021 18:03:03 UTC.