Definitive Additional Materials





Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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¨   Definitive Proxy Statement
x   Definitive Additional Materials
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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to Be Held on June 1, 2015.






Meeting Information            


  Meeting Type:   2015 Annual Meeting of Stockholders  
  For holders as of:   April 2, 2015  


Date:    June 1, 2015


      Time: 10:00 a.m. (EDT)






  DUBLIN, OHIO 43017



Location:   The Wendy’s Company


     Thomas Conference Center


     One Dave Thomas Blvd.

     Dublin, Ohio 43017




You are receiving this notice because you hold shares of stock in The Wendy’s Company.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail. You may view the proxy materials online at or easily request a paper or e-mail copy at no charge (see reverse side).    



We encourage you to access and review all of the important information contained in the proxy materials before voting.


See the reverse side of this notice to obtain  proxy materials and voting instructions.



Before You Vote ——
How to Access the Proxy Materials


  Proxy Materials Available to VIEW or RECEIVE:   Admission Ticket    













How to View Online:

Have the information that is printed in the box marked by the arrow  LOGO (located on the following page) available and visit:


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of the Company’s proxy materials for this meeting and for future stockholder meetings, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

                               1) BY INTERNET:

                               2) BY TELEPHONE:     1-800-579-1639

                               3) BY E-MAIL*:    


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow   LOGO   (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to the Company or to your investment adviser.


Please make the request as instructed above on or before May 18, 2015 to facilitate timely delivery.




How To Vote ——

Please Choose One of the Following Voting Methods







Vote By Internet: To vote by Internet, go to Have the information that is printed in the box marked by the arrow   LOGO   (located on the following page) available and follow the instructions.


Vote By Telephone: You can vote by telephone by requesting a paper or e-mail copy of the proxy materials, which will include a proxy card that contains instructions on how to transmit your voting instructions by telephone.


Vote By Mail: You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card and a postage-paid return envelope.


Vote In Person: Ballots will be available to stockholders who attend the meeting in person. Admission to the meeting will be by ticket only. Please review the proxy materials for the Company’s admission policy. You may vote the shares by proxy prior to the meeting, even if you plan to attend the meeting in person. Directions to the meeting are available on the Company’s website at




Voting Items

Notice is hereby given that the 2015 Annual Meeting of Stockholders of The Wendy's Company will be held at the Thomas Conference Center located at the Company's corporate offices,

One Dave Thomas Blvd., Dublin, Ohio 43017, on June 1, 2015, at 10:00 a.m. (EDT), for the following purposes:

The Board of Directors recommends that you vote FOR the election of each of the director nominees named below:


1. Election of Directors
01) Nelson Peltz 06) Joseph A. Levato
02) Peter W. May 07) J. Randolph Lewis
03) Emil J. Brolick 08) Michelle J. Mathews-Spradlin
04) Edward P. Garden 09) Peter H. Rothschild
05) Janet Hill 10) David E. Schwab II

The Board of Directors recommends that you vote FOR proposals 2, 3 and 4:


  2. Approval of an amendment to the Company's 2010 Omnibus Award Plan to increase the number of shares available for issuance under the plan and impose annual limits on the value of awards that may be granted to non-employee directors under the plan, and reapproval of the material terms of the performance goals under the plan in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended.


  3. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2015.


  4. Advisory resolution to approve executive compensation.

The Board of Directors recommends that you vote AGAINST proposal 5:


  5. Stockholder proposal regarding an independent board chairman, if properly presented at the meeting.

If any other matter properly comes before the meeting, shares represented by properly submitted proxies will be voted on such matter in the discretion of the persons named as proxies in the Company’s proxy card for the meeting.

Only stockholders of record at the close of business on April 2, 2015, the record date for the meeting, are entitled to receive notice of, and to vote at, the meeting.