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WENDY'S CO FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 30, 2014

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 28, 2014, the Company held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders: (i) elected each of the ten director nominees; (ii) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014; and (iii) approved an advisory resolution to approve executive compensation. The Company's stockholders did not approve a stockholder proposal regarding an independent board chairman. A description of each proposal voted on at the meeting, and the voting results for each such proposal, are set forth below. The proposal to elect each of the ten nominees to serve as a director of the Company until the Company's next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal, was approved, with each nominee receiving the affirmative vote of a majority of the votes cast with respect to such nominee's election. Voting results with respect to each nominee are set forth in the following table. There were 69,459,288 broker non-votes as

to this proposal. Nominee Votes For Votes Withheld Nelson Peltz 259,232,114 5,308,660 Peter W. May 260,266,743 4,274,031 Emil J. Brolick 261,211,016 3,329,758 Edward P. Garden 260,406,929 4,133,845 Janet Hill 260,189,517 4,351,257 Joseph A. Levato 259,592,152 4,948,622 J. Randolph Lewis 260,746,476 3,794,298 Peter H. Rothschild 260,239,887 4,300,887 David E. Schwab II 244,927,515 19,613,259 Jack G. Wasserman 259,629,013 4,911,761



The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014 was approved by the affirmative vote of a majority of the shares of common stock present, in person or by proxy, and entitled to vote at the Annual Meeting. With respect to this proposal, there were 332,105,258 votes for, 1,402,377 votes against, 492,427 abstentions and no broker non-votes. The proposal to approve an advisory resolution to approve executive compensation was approved by the affirmative vote of a majority of the shares of common stock present, in person or by proxy, and entitled to vote at the Annual Meeting. With respect to this proposal, there were 237,881,972 votes for, 25,331,745 votes against, 1,327,057 abstentions and 69,459,288 broker non-votes. The stockholder proposal regarding an independent board chairman was not approved, as it failed to receive the affirmative vote of a majority of the shares of common stock present, in person or by proxy, and entitled to vote at the Annual Meeting. With respect to this proposal, there were 118,183,073 votes for, 144,682,282 votes against, 1,675,419 abstentions and 69,459,288 broker non-votes.

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Source: Edgar Glimpses


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