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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¨   Preliminary Proxy Statement
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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 May 23, 2013.



Meeting Information            


           Meeting Type:     2013 Annual Meeting of Stockholders    
   THE WENDY’S COMPANY         For holders as of:     March 28, 2013    


Date:    May 23, 2013



      Time: 10:00 a.m. (EDT)



Location:   Sofitel Hotel


     45 West 44th Street


     New York, NY 10036






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



This is not a ballot or a proxy. You cannot use this notice to vote these shares. This notice 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 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 for 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) 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 advisor.


Please make the request as instructed above on or before May 9, 2013 to facilitate timely delivery.




How To Vote  



Please Choose One of the Following Voting Methods







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 in the Investor Relations section of the Company’s website at


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 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 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.




Voting Items            

Notice is hereby given that the 2013 Annual Meeting of Stockholders of The Wendy’s Company will be held at the Sofitel Hotel, 45 West 44th Street, New York, NY 10036, on May 23, 2013, beginning 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    08)    J. Randolph Lewis   
   02)    Peter W. May    09)    Peter H. Rothschild   
   03)    Emil J. Brolick    10)    David E. Schwab II   
   04)    Clive Chajet    11)    Roland C. Smith   
   05)    Edward P. Garden    12)    Raymond S. Troubh   
   06)    Janet Hill    13)    Jack G. Wasserman   
   07)    Joseph A. Levato         

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


2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2013.


3. To approve an advisory resolution on executive compensation.

The Board of Directors recommends that you vote AGAINST proposal 4:


4. To vote on a stockholder proposal regarding accelerated vesting of equity awards, 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 March 28, 2013, the record date for the meeting, are entitled to receive notice of, and to vote at, the meeting.