🧾 What This Document Is

This is a proxy statement (Form DEF 14A) for The Wendy's Company. Think of it as an invitation and guidebook for shareholders ahead of the annual meeting. It explains what will be voted on, provides background on the company's leadership and pay, and gives shareholders the information they need to make informed decisions. The meeting itself will be held virtually on Wednesday, May 20, 2026, at 11:00 a.m. Eastern Time.

👉 Why it matters: If you own Wendy's stock, this document tells you what your vote is being asked to approve and how the company's leaders are being paid and governed.

🏢 What The Company Does

In simple terms, Wendy's is a global fast-food chain famous for its hamburgers, especially the square-patty Davy Jr. The company operates using a franchise model. This means it owns some restaurants directly but makes a significant portion of its money by licensing the Wendy's brand, recipes, and systems to independent franchisees who own and operate the majority of the stores.

👉 Why it matters: Understanding that Wendy's is largely a franchisor is key. Its success depends not just on selling burgers, but on supporting its franchisees, growing the brand's footprint, and collecting royalties.

📅 The Annual Meeting & Key Dates

The annual meeting is for shareholders who owned stock as of the record date: March 23, 2026. It's completely virtual—no physical location. To attend or vote during the meeting, you must pre-register at www.proxydocs.com/WEN.

Key Logistics:

• Virtual Meeting: Wednesday, May 20, 2026, at 11:00 a.m. ET
• Record Date: March 23, 2026 (you must own shares by this date to vote)
• How to Vote: By internet (www.proxypush.com/WEN), phone (855-686-4803), mail, or electronically during the virtual meeting after registering.

🗳️ What You're Voting On (The Proposals)

Shareholders will vote on five main items. The Board of Directors has made a recommendation for each one.

Proposal	What It Is	Board's Recommendation
1. Election of Directors	Vote to elect 8 individuals to the Board.	FOR each nominee
2. Equity Plan Amendment	Approve adding more shares to the 2020 Omnibus Award Plan (used for executive/employee stock awards).	FOR
3. Auditor Ratification	Ratify the selection of Deloitte & Touche LLP as the company's independent accounting firm for 2026.	FOR
4. Executive Compensation	Advisory vote to approve the pay package for top executives ("Say-on-Pay").	FOR
5. Stockholder Proposal	A proposal from a shareholder regarding a restriction on "blank-check" preferred stock.	AGAINST

👉 Why it matters: Proposals 1, 2, 4, and 5 require your direct input on governance and leadership. Proposal 3 is a routine ratification of the company's auditors.

👥 The People Running The Show: Director Nominees

The Board recommends electing 8 directors. Here’s a snapshot of their collective expertise:

• Independence: 88% of the nominees are independent (not part of management).
• Key Skills: High expertise in Operations (all 8), Corporate Strategy (7 of 8), and Financial Oversight (7 of 8).
• Tenure: A mix of fresh and experienced perspectives: 38% have served 0-4 years, 13% for 5-9 years, 25% for 10-14 years, and 25% for 15+ years.
• Notable Changes: Director Kristin A. Dolan is not standing for re-election. New director Bradley G. Peltz (elected July 2025) is a Wendy's franchisee, bringing an operator's perspective.

Spotlight on Key Nominees:

• Arthur B. Winkleblack (Chairman): Former CFO of H.J. Heinz; expert in finance and strategy.
• Peter W. May (Senior Vice Chairman): President of Trian Partners (an investment firm); long tenure with Wendy's since 1993.
• Wendy C. Arlin: Former CFO of Bath & Body Works; chair of the Audit Committee.
• Bradley G. Peltz: Managing Director of Yellow Cab Holdings, a Wendy's franchisee operating 87 restaurants.

💰 Executive Compensation: Pay-for-Performance

The "Compensation Discussion and Analysis" section explains how top executives are paid. The core philosophy is pay-for-performance—meaning a significant portion of pay is tied to company results and stock price.

2025 Leadership Changes:

• Todd Penegor served as CEO until February 5, 2024.
• Kirk Tanner became CEO on February 6, 2024.
• Ken Cook became Interim CEO and CFO on July 19, 2025.

Named Executive Officers (NEOs) for 2025:

• Kirk Tanner (former CEO for part of the year)
• Ken Cook (Interim CEO & CFO)
• Other top executives

👉 Why it matters: This section shows how the company incentivizes leaders. You'll see the mix of salary, annual bonuses tied to targets like Wendy's Adjusted EBITDA, and long-term stock awards that vest over several years.

🏛️ Corporate Governance & Board Structure

Wendy's emphasizes strong governance practices:

• Board Leadership: An independent Chairman (Arthur Winkleblack) leads the Board, separate from management.
• Committees: The Board has specialized committees: Audit, Compensation & Human Capital, Nominating & Corporate Governance, Corporate Social Responsibility, Technology, and Capital & Investment.
• Risk Oversight: The full Board oversees major risks, with committees handling specific areas.
• Succession Planning: The Board has a formal process for CEO and leadership succession.

👉 Why it matters: Good governance means checks and balances. Having an independent Chair and focused committees helps ensure the board provides effective oversight on behalf of shareholders.

🔮 What's Next & Strategic Direction

The proxy doesn't provide forward-looking financial guidance. However, by approving the amendment to the 2020 Omnibus Award Plan (Proposal 2), shareholders would enable the company to continue using equity as a tool to attract, retain, and motivate talent, which is crucial for executing its strategy.

The ongoing leadership situation is key: with Ken Cook as Interim CEO and CFO, the board is likely managing a search for permanent leadership. The board's focus, as shown in its committee structure, includes technology, corporate social responsibility, and capital investment—all indicators of strategic priorities.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strong Brand Recognition: Wendy's is a well-known, established player in the competitive QSR (Quick Service Restaurant) industry.
• Franchise Model: Provides a steady royalty revenue stream and asset-light growth potential.
• Experienced Board: The proposed board brings deep experience in finance, operations, marketing, and franchising.
• Focus on Shareholder Value: Proposals like the "Say-on-Pay" vote and regular engagement show a commitment to shareholder interests.

⚠️ Risks:

• Intense Competition: The restaurant industry is fiercely competitive, with pressure from both traditional fast-food chains and fast-casual options.
• Dependence on Franchisees: The company's health relies heavily on the operational and financial success of its franchisees.
• Economic Sensitivity: Consumer spending at restaurants can decline during economic downturns.
• Leadership Transition: Having an Interim CEO and CFO can create uncertainty until permanent leadership is in place.

🧠 The Analogy

Think of this proxy statement as the annual report card and parent-teacher conference for Wendy's, Inc. Shareholders are the "parents." The document shows the "grades" (performance and pay), introduces the "teachers and school administrators" (the Board and executives), and asks the parents to vote on the school's key plans and leadership for the next year.

📇 Key Contacts & People

• Interim CEO & CFO: Ken Cook
• Chairman of the Board: Arthur B. Winkleblack
• Chief Legal Officer & Secretary: John Min
• Investor Relations: The company directs shareholders to its website: www.irwendys.com/financials/annual-report-and-proxy
• Proxy Solicitation Firm: Innisfree M&A Incorporated
  • Shareholder Questions: (877) 687-1866 (toll-free)
  • Brokers/Banks: (212) 750-5833

🧩 Final Takeaway

The 2026 Wendy's proxy reveals a company in a leadership transition, relying on an experienced board and a franchise-based model. Shareholders are being asked to ratify the auditor, approve the equity plan, and, most importantly, elect the board and approve executive pay—key decisions that shape the company's governance and strategic direction moving forward.