On April 4, 2024, The Wendy's Company announced that it had received a shareholder proposal from Comptroller of the City of New York requesting the Board of Directors to adopt a policy, and amend the bylaws as necessary, to require the chair of the board to be independent of the Company?s and any the Company?s shareholder holding more than 15% of outstanding shares. The policy should provide that if the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the policy within 60 days of that determination. This policy shall apply prospectively so as not to violate any contractual obligation.

In addition, the Company urged the shareholders to vote against the shareholder proposal at its annual general meeting of shareholders scheduled to be held on May 21, 2024.