Wendy's Co

1. 1

   Election of 8 directors to hold office until the next annual meeting

   ManagementBoard: FOR

   Election of eight director nominees to the Board to serve until the next annual meeting.

2. 2

   Approval of an amendment to the Company’s 2020 Omnibus Award Plan

   ManagementBoard: FOR

   Approve amendment to increase number of shares of common stock available for issuance under the 2020 Omnibus Award Plan by 21,000,000 shares.

   More detail

   This management proposal asks shareholders to approve an amendment to the Company’s 2020 Omnibus Award Plan to increase the authorized share reserve by 21,000,000 shares. Management and the Compensation and Human Capital Committee argue the increase is needed to continue granting competitive equity awards (performance units, options, RSUs and retention/make-whole awards) to attract, retain and motivate executives, employees and directors and to align their interests with long-term stockholder value. The Board highlights governance protections in the plan (no evergreen provision, minimum vesting, double-trigger change-in-control vesting, clawback provisions, 2.5x counting for full-value awards, no repricing without shareholder approval) and engaged their independent consultant FW Cook, which supported the requested share increase after reviewing dilution, burn rate and historical grant practices. Management discloses current available shares and illustrates expected duration (approximately four years based on historical usage), dilution metrics (fully-diluted overhang between ~12.8%–19.2% depending on award type), and peer practices. If shareholders do not approve the amendment, the company warns equity awards would be materially constrained, impairing its ability to execute compensation programs and retain talent. Board recommends FOR and sets out vote mechanics (majority of shares present and entitled to vote).

3. 3

   Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2026.

4. 4

   Advisory resolution to approve executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

5. 5

   Stockholder proposal regarding a restriction on “blank‑check” preferred stock

   Shareholder — The Accountability BoardBoard: AGAINST

   Stockholder proposal requesting the Board adopt a policy requiring shareholder approval before issuing “blank‑check” preferred stock except for ordinary business purposes of raising capital or making acquisitions and without intent to change voting power.

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When is the Wendy's Co 2026 annual meeting?

Wendy's Co (WEN) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Wendy's Co 2026 meeting?

The record date for the Wendy's Co 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Wendy's Co's 2026 meeting?

The board is presenting 8 director nominees at the Wendy's Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Wendy's Co 2026 meeting?

Shareholders will vote on 5 proposals at the Wendy's Co 2026 meeting, each tagged with who proposed it and the board's recommendation.