THE WENDY'S COMPANY 2024
THE COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT
The Wendy's Company
One Dave Thomas Boulevard Dublin, Ohio 43017
(614) 764-3100
April 4, 2024
Dear Fellow Stockholders:
You are cordially invited to join us at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of The Wendy's Company (the "Company"), which will be held virtually through a live webcast on Tuesday, May 21, 2024 at 11:00 a.m. (Eastern Time). We believe the live webcast will provide greater accessibility and a consistent experience to our stockholders and allow all stockholders with Internet connectivity to participate in the Annual Meeting regardless of location. At our virtual Annual Meeting, stockholders who held shares as of the record date, March 25, 2024, 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 2024 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 for 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 7 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 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,
KIRK TANNER
President and Chief Executive Officer
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 21, 2024, 11:00 a.m. (Eastern Time)
Virtual Meeting Only - No Physical Meeting Location
The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of The Wendy's Company (the "Company") will be held virtually through a live webcast on Tuesday, May 21, 2024 at 11:00 a.m. (Eastern Time). We believe the live webcast will provide greater accessibility and a consistent experience to our stockholders and allow all stockholders with Internet connectivity 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:
- Elect 12 directors to hold office until the Company's next annual meeting of stockholders;
- Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024;
- Vote on an advisory resolution to approve executive compensation;
- Vote on three stockholder proposals described in the accompanying proxy statement, if properly presented at the meeting; and
- 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 25, 2024. 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 for 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 7 of the Proxy Statement.
By Order of the Board of Directors:
E. J. WUNSCH
Chief Legal Officer and Secretary
April 4, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
to be held on May 21, 2024: This Notice of Annual Meeting of Stockholders, the Proxy Statement
and the 2023 Annual Report to Stockholders are available at www.proxydocs.com/WEN.
TABLE OF CONTENTS
Page | |
PROXY STATEMENT SUMMARY | 1 |
Annual Meeting Details | 1 |
How to Cast Your Vote | 2 |
Voting Matters and Board Recommendations | 2 |
Director Nominees | 3 |
Corporate Governance Highlights | 4 |
2023 Business Performance Highlights | 4 |
2023 Executive Compensation Program Highlights | 5 |
ADDITIONAL DETAILS REGARDING THE ANNUAL MEETING | 7 |
Annual Meeting Log in Instructions | 7 |
Submitting Questions and Voting Your Shares at the Annual Meeting | 7 |
Technical Support | 7 |
Voting Your Proxy | 8 |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 9 |
PROPOSAL 1 - ELECTION OF DIRECTORS | 13 |
Our Directors and Director Nominees | 13 |
Director Nominee Skills and Attributes | 14 |
Board Diversity Matrix | 15 |
Director Nominee Qualifications and Biographical Information | 16 |
Required Vote | 27 |
CORPORATE GOVERNANCE | 28 |
Board Leadership Structure and Executive Sessions | 28 |
Board Membership Criteria and Director Nominations | 29 |
Director Independence | 29 |
Board Committees and Related Matters | 31 |
Attendance at Board and Committee Meetings, Annual Meeting | 31 |
Audit Committee | 32 |
Compensation and Human Capital Committee and Performance Compensation Subcommittee | 33 |
Nominating and Corporate Governance Committee | 34 |
Corporate Social Responsibility Committee | 34 |
Technology Committee | 35 |
Other Board Committees | 35 |
Board's Role in Risk Oversight | 35 |
Board's Role in Succession Planning | 36 |
Board and Committee Evaluations | 37 |
Stockholder Engagement | 37 |
Corporate Social Responsibility | 37 |
Code of Business Conduct and Ethics and Related Governance Policies | 39 |
COMPENSATION GOVERNANCE | 41 |
Compensation Risk Assessment | 41 |
Authority to Delegate | 42 |
Role of Compensation Consultants in the Executive Compensation Process | 42 |
Role of Management in the Executive Compensation Process | 43 |
Compensation Committee Interlocks and Insider Participation | 43 |
The Wendy's Company 2024 Proxy Statement | i |
Page | |
COMPENSATION COMMITTEE REPORT | 44 |
COMPENSATION DISCUSSION AND ANALYSIS | 45 |
Named Executive Officers (NEOs) | 45 |
2023 Executive Summary | 45 |
A Philosophy of Pay-for-Performance | 49 |
Elements of Executive Compensation | 52 |
How Executive Compensation is Determined | 52 |
Compensation Decisions for 2023 | 54 |
Additional Compensation Decisions | 60 |
Compensation Governance Matters | 62 |
EXECUTIVE COMPENSATION | |
2023 Summary Compensation Table | 64 |
2023 Grants of Plan-Based Awards | 67 |
Outstanding Equity Awards at 2023 Year-End | 69 |
Option Exercises and Stock Vested During 2023 | 71 |
Employment Arrangements and Potential Payments Upon Termination or Change in Control | 72 |
Pay Ratio | 79 |
Pay Versus Performance | 80 |
COMPENSATION OF DIRECTORS | 85 |
2023 Director Compensation | 86 |
EXECUTIVE OFFICERS | 89 |
STOCK OWNERSHIP AND RETENTION GUIDELINES FOR EXECUTIVE OFFICERS AND DIRECTORS | 92 |
Stock Ownership and Retention Guidelines for Executive Officers | 92 |
Stock Ownership and Retention Guidelines for Non-Management Directors | 92 |
General Provisions | 92 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 93 |
EQUITY COMPENSATION PLAN INFORMATION | 97 |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 99 |
Review and Approval of Related Person Transactions | 99 |
Related Person Transactions | 99 |
AUDIT COMMITTEE REPORT | 101 |
PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 102 |
Independent Registered Public Accounting Firm Fees | 102 |
Audit Committee Pre-Approval Policies and Procedures | 103 |
Required Vote | 103 |
PROPOSAL 3 - ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | 104 |
Required Vote | 105 |
PROPOSAL 4 - STOCKHOLDER PROPOSAL REGARDING CAGE-FREE EGGS | 106 |
Stockholder Proposal | 106 |
Board Recommendation | 107 |
Required Vote | 108 |
PROPOSAL 5 - STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIR | 109 |
Stockholder Proposal | 109 |
Board Recommendation | 110 |
Required Vote | 112 |
PROPOSAL 6 - STOCKHOLDER PROPOSAL REQUESTING A RACIAL EQUITY AUDIT | 113 |
Stockholder Proposal | 113 |
Board Recommendation | 114 |
Required Vote | 117 |
- The Wendy's Company 2024 Proxy Statement
Page | |
OTHER MATTERS | 118 |
Other Matters to Come Before the Annual Meeting | 118 |
Contacting Directors | 118 |
Stockholder Proposals for 2025 Annual Meeting of Stockholders | 118 |
Householding of Annual Meeting Materials | 119 |
Annual Report on Form 10-K | 119 |
Principal Executive Offices | 120 |
ANNEX A - NON-GAAP RECONCILIATION TABLES AND DISCLOSURE REGARDING NON-GAAP FINANCIAL | |
MEASURES | A-1 |
FORWARD-LOOKINGSTATEMENTS
This proxy statement contains certain statements that are not historical facts, including statements regarding the Company's future performance. Those statements, as well as statements preceded by, followed by, or that include the words "will," "may," "believes," "intends," "plans," "expects," "anticipates," or similar expressions constitute "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). The forward-looking statements are based on the Company's expectations at the time, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These factors include, but are not limited to, the factors identified in the "Special Note Regarding Forward-Looking Statements and Projections" and "Risk Factors" sections of our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission. For all forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act.
The Wendy's Company 2024 Proxy Statement | iii |
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The Wendy's Company published this content on 04 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2024 13:41:06 UTC.
