The Wendy's Company Announces Agreement With the City of Philadelphia Public Employees Retirement System to Propose Proxy Access at 2016 Annual Meeting of Stockholders

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Mar 31, 2015, 04:05 ET

DUBLIN, Ohio, March 31, 2015 /PRNewswire/ -- The Wendy's Company (NASDAQ: WEN) and the City of Philadelphia Public Employees Retirement System today announced that that the Company has agreed to submit management-supported proxy access amendments to its Certificate of Incorporation and By-Laws, to be voted upon by stockholders at the Company's 2016 Annual Meeting of Stockholders. The amendments will become effective if approved by stockholders at that meeting.

The amendments would permit a stockholder, or a group of up to 25 stockholders, owning three percent or more of the Company's outstanding common stock continuously for at least three years to nominate and include in the Company's proxy materials director nominees constituting up to 20 percent of the Company's board, provided that the stockholder(s) and the nominee(s) satisfy the requirements that will be specified in the amendments. In the event that the number of directors on the Company's board is less than 10, then the percentage of directors that could be nominated would increase to 25 percent. The amendments will also provide that a nominee who received less than 25 percent of the vote cannot be renominated for the next two annual meetings following the meeting at which the nominee failed to get 25 percent. As a result of the Company's decision, the City of Philadelphia Public Employees Retirement System has agreed to withdraw its proxy access shareholder proposal from the Company's proxy statement for its 2015 Annual Meeting of Stockholders.

"This step is another example of our commitment to corporate governance practices that are responsive to stockholder interests, as well as our commitment to enhancing stockholder value, improving economic brand relevance, transforming the Wendy's^® brand and strengthening the Wendy's system," said President and Chief Executive Officer Emil Brolick.

"The City of Philadelphia Public Employees Retirement System congratulates Wendy's for providing stockholders with proxy access with thresholds for nominations along the lines of those originally proposed by the Securities and Exchange Commission," said Francis X. Bielli, Executive Director of the Philadelphia Board of Pensions & Retirement.

About The Wendy's Company
The Wendy's Company is the world's third-largest quick-service hamburger company. The Wendy's system includes more than 6,500 franchise and Company-operated restaurants in the United States and 28 countries and U.S. territories worldwide. For more information, visit aboutwendys.com or wendys.com.

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SOURCE The Wendy's Company