UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.          )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

THE WENDY’S COMPANY

Name of the Registrant as Specified In Its Charter

Payment of Filing Fee (Check the appropriate box):

THE WENDY’S COMPANY NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS & PROXY STATEMENT

				The Wendy’s Company One Dave Thomas Boulevard Dublin, Ohio 43017 (614) 764-3100

April 11, 20179, 2020

Dear Fellow Stockholders:

It is our pleasure to invite youYou are cordially invited to join us at the 20172020 Annual Meeting of Stockholders (the “Annual Meeting”) of The Wendy’s Company (the “Company”), which will be held virtually on Tuesday,Wednesday, May 23, 2017,27, 2020 at 10:11:00 a.m. (EDT) at(Eastern Time). Due to the Thomas Conference Center located atimpact of the Company’s principal executive offices at One Dave Thomas Boulevard, Dublin, Ohio 43017.novel coronavirus(COVID-19) pandemic and to support the health and well-being of our stockholders, we have adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow all stockholders to participate in the Annual Meeting regardless of location.You will not be able to attend the Annual Meeting physically. At our virtual Annual Meeting, stockholders will be able to attend, vote their shares and submit questions by visitingwww.virtualshareholdermeeting.com/WEN2020. The Board of Directors and management hope that you will be able to attendparticipate in the virtual Annual Meeting.

The attachedbusiness to be conducted at the Annual Meeting is described in the Notice of 2020 Annual Meeting of Stockholders and Proxy Statement describe(the “Proxy Statement”).

As we issue this Proxy Statement, the business to be conducted at the Annual Meeting. At the Annual Meeting, we will also review the Company’s 2016 performanceworld is facing a global health crisis and discuss our plans to continue delivering value to you, our stockholders.

Delighting every customervolatile market environment with great uncertainty. It is at the heart of “The Wendy’s Way,”an unprecedented time, and we aimare focused on the actions where we can make a positive difference. Over the past few weeks, we have taken a number of steps to provide our customers a Deliciously Different™ restaurant experience by providing fresh, craveableadvance public health goals, maintain essential access to high quality food, with honest ingredients, exceptional value and quality, superior service and an upbeat and comfortable atmosphere at each of our restaurants. Through our brand health metrics, we know that we are better connecting to our consumers, creating more fans of the brand, fostering growth, and making the Wendy’s^® system stronger than ever.

In 2016, we celebrated 16 consecutive quarters of positive North America system same-restaurant sales, which contributed to a favorable 1.6% increase in North America system same-restaurant sales year-over-year. This performance was supported by our emphasis on driving profitable customer-count growth with a balanced marketing strategy, which included differentiating our brand through exciting promotions and a continued focus on fresh, never frozen beef. We also remain committed to our brand transformation efforts to create a stronger, healthier Wendy’s with the partnership of our exceptional and dedicated franchisees and restaurant teams.

Our global Image Activation initiative, which includes reimaged restaurants and building new restaurants, remains an integral part of our brand transformation and development strategy and continues to deliver highly effective results to the Wendy’s system. In 2016, we achieved a record year for both total and net new restaurant openings, opening 149 total new restaurants and 58 net new restaurants across the globe—our highest global total and net new openings since 2005.

With the completion of the third and final phase of our System Optimization initiative in 2016, we reduced our Company-operated restaurant ownership to 5% of the total Wendy’s system. In 2016, we sold 310 Company-operated restaurants to strong franchisees who have demonstrated a commitment to business growth, operational excellence, building a strong and healthy Wendy’s system and future development. In addition, we continue to strategically buy and sell restaurants to further strengthen our franchise base, drive new restaurant development and accelerate Image Activation. Facilitatingfranchisee-to-franchisee restaurant transfers also ensures that restaurants are operated by well-capitalized franchisees that are committed to long-term growth. We are thankful for the long-standing dedication ofsupport our franchisees and their investment insafeguard our team members and customers from the spread ofCOVID-19. As we navigate the challenges we face, we’ll do it the Wendy’s brand, and we continue toWay—with a focus on building a strong restaurant economic model to stimulate reinvestment for growth.

System Optimizationtaking care of our people and our strong core earnings growth contributed tocustomers and supporting our favorable business performance in 2016. We are proud to have held adjusted EBITDA flat year-over-year despite selling a significant number of Company-operated restaurants during 2016, as we successfully replaced lost EBITDA from those sold restaurants with a higher sustainable, predictable earnings stream. We also made impressive progress on our adjusted EBITDA margin, which expanded by 630 basis points from 21% to 27% from 2015 to 2016. In addition, adjusted earnings per share increased 21% from the prior year. We will continue to realize the positive benefits of our brand transformation moving forward, and when coupled with our compelling sales momentum and development endeavors, we look forward to higher franchise revenues driving a higher quality of earnings.

Providing strong returns for our stockholders has always been a priority for us, and 2016 was no different. Throughout the year, we returned close to $400 million to stockholders through dividends and share repurchases. Also, in the fourth quarter, we increased our quarterly dividend rate by 8% to 6.5 cents per share, which was subsequently increased again in the first quarter of 2017 by another 8% to 7.0 cents per share. We have now increased our quarterly dividend rate six years in a row, and we continue striving to create long-term value for our stockholders while also investing in our business to ensure we continue to drive growth into the future.

Beyond our strong business performance and growth goals, the heart of the Wendy’s brand lies in our rich family culture and the core values left to us by our founder, Dave Thomas. Our core values are best exemplified through our support of the Dave Thomas Foundation for Adoption,^® a national public charity, and its efforts to find permanent, loving homes for children in the foster care system. Since 2004, more than 6,000 children have been adopted through the foundation’s signature Wendy’s Wonderful Kids^® program – a program that funds full-time adoption recruiters in every U.S. state, the District of Columbia and six Canadian provinces. We will continue to rely on the strength of the Wendy’s brand and the passionate advocacy of our franchisees, employees and suppliers to raise awareness and funds for children who are waiting to find their forever families. Please visit www.davethomasfoundation.org or www.aboutwendys.com to learn more about this worthy cause.

Finally, 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 6 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 meeting.Annual Meeting. Please promptly completecast your vote by completing and returnreturning your proxy card in the enclosed envelope or submitto 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 card.materials. If you attend the virtual Annual Meeting and wish to vote your shares electronically during the virtual Annual Meeting, you may revoke your previously submitted proxy as explained in the Proxy Statement.

Thank you for your continued support as a stockholder ofand investment in The Wendy’s Company.

Sincerely,

NOTICE OF 20172020 ANNUAL MEETING OF STOCKHOLDERS

Tuesday,Wednesday, May 23, 2017, 10:27, 2020, 11:00 (EDT)a.m. (Eastern Time)

Virtual Meeting Site:www.virtualshareholdermeeting.com/WEN2020

The 20172020 Annual Meeting of Stockholders (the “Annual Meeting”) of The Wendy’s Company (the “Company”) will be held virtually on Tuesday,Wednesday, May 23, 2017,27, 2020 at 10:11:00 a.m. (EDT) at(Eastern Time). Due to the Thomas Conference Center located atimpact of the Company’s principal executive offices at One Dave Thomas Boulevard, Dublin, Ohio 43017.novel coronavirus(COVID-19) pandemic and to support the health and well-being of our stockholders, we have adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow all stockholders to participate in the Annual Meeting regardless of location.You will not be able to attend the Annual Meeting physically. At our virtual Annual Meeting, stockholders will be able to attend, vote their shares and submit questions by visitingwww.virtualshareholdermeeting.com/WEN2020.

At the Annual Meeting, you will be asked to:

The record date for the Annual Meeting is March 27, 2017. All30, 2020. 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.

Your vote is important!important! Stockholders are cordially invited to attend and participate in the virtual Annual Meeting.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 the instructions included with your proxy card.card or voting instructions form. You may also vote in personelectronically at the virtual Annual Meeting if you attend and participate in the virtual Annual Meeting.Meeting by visitingwww.virtualshareholdermeeting.com/WEN2020.

For your comfortTo join the live webcast and security, admission toattend and participate in the virtual Annual Meeting, you will be by ticket only. If you are a registered stockholder (i.e.,need your shares are held in your name) and plan to attend the Annual Meeting, your admission ticket is either your notice regarding the Internet availability of proxy materials or the top portion of16-digit control number included on your proxy card, whichever you have received. If you are a beneficial owner (i.e., your shares are held by a broker, bank or other holder of record) and plan to attend the Annual Meeting, your admission ticket is either your notice regarding the Internet availability of proxy materials or the top portion of your voting instruction form whichever you have received. Stockholders who do not obtain admission ticketsor Notice of Internet Availability of Proxy Materials.For further information on how to attend and participate in advance may obtain them upon verification of ownership at the registration deskvirtual Annual Meeting, please see “Additional Details Regarding the Annual Meeting” on the daypage 6 of the Annual Meeting.If you plan to attend the Annual Meeting in person, please read the Proxy Statement for important information about admission requirements for the Annual Meeting.Statement.

By Order of the Board of Directors:

E. J. WUNSCH

Chief Legal Officer and Secretary

April 11, 20179, 2020

TABLE OF CONTENTS

        The Wendy’s Company 2017 Proxy Statement        i

The Wendy’s Company 2020 Proxy Statement        i

ii        The Wendy’s Company 2017 Proxy Statement

ii        The Wendy’s Company 20172020 Proxy Statement        iii

PROXY STATEMENT FOR 2017 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT SUMMARYPROXY STATEMENT SUMMARY

This summary highlights information about The Wendy’s Company (“Wendy’s” or the “Company”) and certain information contained elsewhere in this Proxy Statement for the Company’s 20172020 Annual Meeting of Stockholders to be held on Tuesday,Wednesday, May 23, 2017,27, 2020 at 10:11:00 a.m. (EDT)(Eastern Time), and any adjournment or postponement thereof (the “Annual Meeting”). This summary does not contain all of the information that you should consider in voting your shares, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 20162019 performance, please review the Company’s Annual Report on Form10-K for the fiscal year ended January 1, 2017December 29, 2019 (the “2016“2019 Form10-K”). References in this Proxy Statement to “2016,“2019,” “2015,“2018,” “2014”“2017” and other years refer to the Company’s fiscal year for the respective period indicated. Websites referenced throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is not incorporated by reference into, this Proxy Statement.

The accompanying proxy is being solicited by the Board of Directors of The Wendy’s Company in connection with the Company’s 2020 Annual Meeting of Stockholders to be held virtually on Wednesday, May 27, 2020 at 11:00 a.m. (Eastern Time), and any adjournment or postponement thereof. Due to the impact of the novel coronavirus(COVID-19) pandemic and to support the health and well-being of our stockholders, we have adopted a completely virtual format for our Annual Meeting through a live webcast. We believe this format will provide a consistent experience to our stockholders and allow all stockholders to participate in the Annual Meeting regardless of location.You will not be able to attend the Annual Meeting physically.

At our virtual Annual Meeting, stockholders will be able to attend, vote their shares and submit questions by visitingwww.virtualshareholdermeeting.com/WEN2020. To participate in the virtual Annual Meeting, you will need the16-digit control number included in your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

On or about April 10, 2020, this Proxy Statement and an accompanying proxy card will first be mailed to stockholders or made available to stockholders electronically via the Internet atwww.proxyvote.com and on our Investor Relations website atwww.irwendys.com/financials/annual-report-and-proxy.

The Wendy’s Company 2020 Proxy Statement        1

Voting by Proxy Without Participating in the Virtual Annual Meeting:

Even if you plan to attendparticipate in the virtual Annual Meeting, in person, please cast your vote as soon as possible in one of the following ways:

Internet		Telephone		Mail
Visitwww.proxyvote.com. You will need the16-digit control number included in your proxy card, voting instruction form or notice regarding theNotice of Internet availabilityAvailability of proxy materials.Proxy Materials.		Call (800)690-6903. You will need the16-digit control number included in your proxy card, voting instruction form or notice regarding theNotice of Internet availabilityAvailability of proxy materials.Proxy Materials.		Complete, sign and date your proxy card or voting instruction form and return it in the envelope provided or to the address indicated on your proxy card or voting instruction form.

Voting by Participating in the Virtual Annual Meeting:

2        The Wendy’s Company 2020 Proxy Statement

        The Wendy’s Company 2017 Proxy Statement        1

The following table provides summary information about the 11 director nominees. Additional information about each nominee’s experience, qualifications, attributes and skills can be found beginning on page 10.under the caption “Proposal 1—Election of Directors—Director Nominee Qualifications and Biographical Information.”

The Wendy’s Company 2020 Proxy Statement        3

The Company isWe are committed to maintaining strong corporate governance practices as a critical component of driving sustained stockholder value. OurThe Company’s Board of Directors (the “Board of Directors” or the “Board”) continually monitors emerging best practices in corporate governance to serve the interests of our stockholders. Highlights of our current governance practices are set forth below.in the following tables.

2        The Wendy’s Company 2017 Proxy Statement

During 2016,2019, the Company achieved strong operating and financial results and continued to execute ourdeliver on Wendy’s brand visionpromise to Delight Every Customer™ and execute every element of The Wendy’s Way by investing in the quality of our food and providing a Deliciously Different™great value, exceptional service and an elevated restaurant experience. The Company made significant progress on driving improvement in our core economic model and, as a testament to the Wendy’s brand and our well-balanced marketing approach, we enjoyed one of our strongest sales performances of the last decade. As a result, the Company’s earnings and cash flows remained strong even as we laid the foundation to set the Wendy’s brand up for future success. Led by President and Chief Executive Officer Todd A. Penegor former Chief Executive Officer Emil J. Brolick and the rest of our senior leadership team, the Company drovemade significant improvements ininvestments to support our three key growth pillars of launching breakfast across the corporateU.S. system, growing our digital business and restaurant-level economic model, accelerated the transformation of the Wendy’s^® brand and continuedexpanding our international footprint, while continuing to strengthen the Wendy’s franchise system. We achieved significant year-over-year improvements inexecute on our key operating and financial metrics, sustained our strong momentum with new restaurant development and our Image Activation initiative, completed our transition to a predominantly franchised business model and returned almost $400 million in cash to stockholders through dividends and share repurchases.global growth strategy. Through our strong operating results and execution of our strategic initiatives,performance in 2019, we delivered total stockholder return of 28%that ranked in 2016, 65% on a three-year basis and 183% on a five-year basis.

In addition to our operating and financial achievements described above, 2016 was also highlighted by the successful execution of our Chief Executive Officer succession plan. As part74th percentile of the succession plan, Mr. Penegor was appointed President of the Company effective January 4, 2016, and upon Mr. Brolick’s retirement from management duties with the Company in May 2016, Mr. Penegor succeeded Mr. Brolick in the Chief Executive Officer role after the transition period that began in the first quarter of 2016. Mr. Brolick continues to serve on the Board of Directors after his retirement to ensure continuity of leadership and strategic focus for the Company. Also as part of the succession plan, in May 2016, Mr. Penegor transitioned his Chief Financial Officer duties to Gunther Plosch, and Robert D. Wright took on additional oversight of our International division in addition to maintaining his existing duties as Executive Vice President and Chief Operations Officer.S&P MidCap 400® index.

Our executive compensation program is designed to support the Company’s business objectives by linking executive paycompensation to individual performance, the Company’s attainment of annual and multi-yearmultiyear operating and financial goals, individual performance and the creation of long-term stockholder value. In accordance with ourpay-for-performance philosophy, variable, (i.e.,at-risk)performance-based incentives constituted the most significant portion of total direct compensation for 20162019 for our Chief Executive Officer (81%(84%) and other Named Executive Officers as a group (75%(71%). Our Named Executive Officers (“NEOs”) for 2019 are identified under the caption “Compensation Discussion and Analysis—Named Executive Officers (NEOs).”

4        The Wendy’s Company 2020 Proxy Statement

The primary components of our 20162019 executive compensation program are summarized in the following table below and are further described in the “CompensationCompensation Discussion and Analysis” beginning on page 30.Analysis in this Proxy Statement.

Consistent with our executive compensation philosophy, the base salaries, target total cash compensation and target total direct compensation of our senior executives for 2016, on average,2019 fell within thea competitive range of market median.median, in the aggregate. The Company’s strongoverall operating and financial performance in 20162019 supported an annual cash incentive payout at 124.0%120.0% of target, prior to adjustment for individual performance for executives other than the Chief Executive Officer.

        The Wendy’s Company 2017 Proxy Statement        3

Summary compensation information for our Named Executive Officers for 2016 is summarized in the following table. These amounts are presented in accordance with accounting assumptions and Securities and Exchange Commission (“SEC”) rules, and the amounts that executives actually receive may vary substantially from what is reported in the equity awards columns of the table.

We encourage you to read the “CompensationCompensation Discussion and Analysis” beginning on page 30Analysis in this Proxy Statement for a detailed discussion of how our executive compensation program was designed and implemented in 20162019 to achieve our overall compensation objectives. Stockholders should also review the “20162019 Summary Compensation Table” on page 45, as well as theTable and other related compensation tables, notes and narrative,narratives in this Proxy Statement, which provide detailed information regarding the compensation of our Named Executive OfficersNEOs for 2016.

4        The Wendy’s Company 20172020 Proxy Statement        5

ADDITIONAL DETAILS REGARDING THE ANNUAL MEETING

ANNUAL MEETING LOGIN INSTRUCTIONS

Because we have adopted a completely virtual format for the Annual Meeting, Details

The accompanying proxythere is being solicited byno physical meeting location. To participate in the Boardvirtual Annual Meeting, holders of Directorsshares of The Wendy’s Company in connection with the Company’s 2017common stock, par value $0.10 per share (the “Common Stock”), at the close of business on March 30, 2020 (the record date for the Annual Meeting), should log in to the live webcast of the Annual Meeting atwww.virtualshareholdermeeting.com/WEN2020.

To join the live webcast and participate in the virtual Annual Meeting (e.g., submit questions and/or vote your shares), you will need your16-digit control number included on your proxy card, voting instruction form or Notice of StockholdersInternet Availability of Proxy Materials. Online access to be held on Tuesday, May 23, 2017, at 10:00 a.m. (EDT) at the Thomas Conference Center located atlive webcast will open approximately 15 minutes prior to the Company’s principal executive offices at One Dave Thomas Boulevard, Dublin, Ohio 43017, and any adjournment or postponement thereof. Directionsstart of the Annual Meeting. We recommend that you log in to the Annual Meeting several minutes before its scheduled start time.

Stockholders who hold shares of our Common Stock in a joint account may attend and participate in the virtual Annual Meeting by logging in with the16-digit control number associated with the joint account that was included on their proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

If you are availablethe representative of a trust or corporation, limited liability company, partnership or other legal entity that holds shares of our Common Stock, you will need the16-digit control number included on the Company’s website atwww.aboutwendys.com. This Proxy Statement and an accompanying proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials of that legal entity in order to attend and participate in the virtual Annual Meeting.

If you are not a stockholder or do not have a control number, you may still access the Annual Meeting as a guest, but you will firstnot be mailedable to stockholders,participate by voting or made availablesubmitting questions.

SUBMITTING QUESTIONSAND VOTING YOUR SHARESATTHE ANNUAL MEETING

Submitting Questions. Stockholders as of the record date for the Annual Meeting who attend and participate in our virtual Annual Meeting atwww.virtualshareholdermeeting.com/WEN2020 will have an opportunity to stockholders electronicallysubmit questions via the Internet during the live Q&A portion of the meeting. Stockholders must have their16-digit control number to submit questions. As with the physical annual meetings of stockholders we have held in the past, the Company will use reasonable efforts to answer all questions pertinent to meeting matters during the virtual Annual Meeting, subject to time constraints and the rules of conduct for the Annual Meeting (which will be available on or about April 12, 2017.our Investor Relations website atwww.irwendys.com/financials/annual-report-and-proxy).

Voting Your ProxyShares. Stockholders as of the record date for the Annual Meeting who attend and participate in our virtual Annual Meeting atwww.virtualshareholdermeeting.com/WEN2020 will have an opportunity to vote their shares electronically at the virtual Annual Meeting even if they have previously submitted their vote. Stockholders must have their16-digit control number to vote their shares electronically at the virtual Annual Meeting.

TECHNICAL SUPPORT

We will have technicians ready to assist you with any difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing or participating in the virtual Annual Meeting, please call the technical support number that will be available atwww.virtualshareholdermeeting.com/WEN2020.

VOTING YOUR PROXY

When a stockholder returns a proxy card that is properly signed and dated, the shares represented by the proxy card will be voted by the persons named as proxies in the proxy card in accordance with the stockholder’s instructions. Stockholders may specify their choices by marking the appropriate boxes on their proxy card. If a stockholder returns a signed and dated proxy card is signed, dated and returned by a stockholder without specifying choices,contrary voting instructions, the shares represented by the proxy card will be voted as recommended by the Board of Directors. The Company does not have cumulative voting.

Pursuant to the Company’s Amended and Restated Certificate of Incorporation (as amended and restated, the(the “Certificate of Incorporation”) andBy-Laws (as amended and restated, the“By-Laws”), business transacted at the Annual Meeting is limited to the purposes stated in the Notice of Annual Meeting of Stockholders and any other matters that may properly come before the Annual Meeting. Except for the proposals described in this Proxy Statement, no other matters currently are intended to be brought before the Annual Meeting by the Company or, to the Company’sour knowledge, any other person. The proxy being solicited by the Board, does, however, conveyconveys discretionary authority to the persons named as proxies in the accompanying proxy card to vote on any other matters that may properly come before the Annual Meeting. A proxy may be revoked by a stockholder at any time prior to the time it is voted by giving notice of revocation either personally or in writing to theour corporate Secretary of the Company at our principal executive offices at the address providedstated under the caption “Contacting the Secretary and “Other Matters—Principal Executive Offices.”

Annual Meeting Admission

Only holders of shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), at the close of business on March 27, 2017, their authorized representatives and invited guests of the Company will be able to attend the Annual Meeting. For your comfort and security, admission to the Annual Meeting will be by ticket only, and packages and bags may be inspected and required to be checked in at the registration desk. You also will be required to present a valid government-issued photo identification.

If you are a registered stockholder (i.e., your shares are held in your name) and plan to attend the Annual Meeting, your admission ticket is either your notice regarding the Internet availability of proxy materials or the top portion of your proxy card, whichever you have received. If you are a beneficial owner (i.e., your shares are held in the name of a broker, bank or other holder of record) and plan to attend the Annual Meeting, your admission ticket is either your notice regarding the Internet availability of proxy materials or the top portion of your voting instruction form, whichever you have received. In addition, you can obtain an admission ticket in advance of the Annual Meeting by sending a written request to the Secretary of the Company at our principal executive offices at the address provided under the caption “Contacting the Secretary and Principal Executive Offices.” Please be sure to enclose proof of ownership, such as a bank or brokerage account statement or a letter from the bank or broker verifying that you were the beneficial owner of the shares on March 27, 2017. Stockholders who do not obtain admission tickets in advance of the Annual Meeting may obtain them upon verification of ownership at the registration desk on the day of the Annual Meeting. The Company may issue admission tickets to persons other than stockholders in its sole discretion.

If you are the representative of a corporation, limited liability company, partnership or other legal entity that holds shares of our Common Stock, you must bring acceptable evidence of your authority to represent that legal entity at the Annual Meeting. Please note that only one representative may attend the Annual Meeting on behalf of each legal entity that holds shares of our Common Stock.

6        The Wendy’s Company 20172020 Proxy Statement        5

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication with the Company at the Annual Meeting. For example, the virtual format allows stockholders to participate regardless of location and to participate by submitting questions during the live Q&A session and to vote their shares electronically during the live webcast. As with the physical annual meetings of stockholders we have held in the past, the Company will use reasonable efforts to answer all questions pertinent to meeting matters during the virtual Annual Meeting, subject to time constraints and the rules of conduct for the Annual Meeting (which will be available on our Investor Relations website atwww.irwendys.com/financials/annual-report-and-proxy).

If you are a registered stockholder, youYou may also vote your shares in personelectronically during the virtual Annual Meeting even if you have previously submitted your vote. To vote at the Annual Meeting. If you holdMeeting, log in atwww.virtualshareholdermeeting.com/WEN2020 and follow the instructions provided. You will need the16-digit control number included in your shares in street name, then you must obtain a “legal proxy” from the broker, bankproxy card, voting instruction form or other nominee who holds the shares on your behalf in order to vote those shares in person at the Annual Meeting.Notice of Internet Availability of Proxy Materials.

The Wendy’s Company 2020 Proxy Statement        7

If your shares are held by a broker, bank or other nominee, you are considered the beneficial owner of those shares, and your shares are said to be held in “street name.” Your broker, bank or other nominee should have enclosed, or should provide you with, a notice regarding theNotice of Internet availabilityAvailability of proxy materialsProxy Materials or a voting instruction form for you to use in directing it on how to vote your shares.

6        The Wendy’s Company 2017 Proxy Statement

Virtual attendance of a stockholder at the Annual Meeting constitutes presence in person for purposes of determining whether a quorum is present at the Annual Meeting. Abstentions and “brokernon-votes” (described below) will be included for purposes of determining whether a quorum is present at the Annual Meeting.

BrokerNon-Votes.Under the rules of The NASDAQ Stock Market (“NASDAQ”), if your shares are held in street name, then your broker has discretion to vote your shares without instructions from you on certain “routine” proposals, such as the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 2)

8        The Wendy’s Company 2020 Proxy Statement

        The Wendy’s Company 2017 Proxy Statement        7

You can revoke your proxy by giving notice of revocation either personally or in writing to theMeeting by revoking your proxy. You can revoke your proxy by giving notice of revocation either personally or in writing to our corporate Secretary of the Company at our principal executive offices at the address provided under the caption “Contacting the Secretary and Principal Executive Offices.” You also can revoke your proxy by submitting a later-dated proxy by mail, by telephone, via the Internet or by attending and voting in person at the Annual Meeting. Your attendance at the address provided under the caption “Other Matters—Principal Executive Offices.” You also can revoke your proxy by submitting a later-dated proxy by mail, by telephone, via the Internet or by participating in the virtual Annual Meeting and voting electronically. Attending the virtual Annual Meeting by itself will not revoke a previously submitted proxy.

If your shares are held in an account with a broker, bank or other nominee, you should contact your broker, bank or other nominee if you wish to change your vote or revoke your proxy.

The Wendy’s Company 2020 Proxy Statement        9

8        10        The Wendy’s Company 20172020 Proxy Statement

PROPOSAL 1

ELECTION OF DIRECTORS

(Item 1 on the Company’s Proxy Card)

As of the date of this Proxy Statement, there are 11 members of our Board of Directors.

One of the Company’s current directors, Janet Hill, will conclude her service on the Board when her term expires at the Annual Meeting, after having served as a director of the Company for nine years and as a director of Wendy’s International, Inc. (“Wendy’s International”) for 14 years prior to its merger with the Company in 2008. The Company has benefitted greatly from the distinguished service and outstanding contributions of Ms. Hill during her Board tenure.

In connection with the above, the Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated Kenneth W. Gilbert for election as director of the Company at the Annual Meeting.

Mr. Gilbert was recommended to the Nominating and Corporate Governance Committee by one of ournon-management directors. The Nominating and Corporate Governance Committee, after reviewing Mr. Gilbert’s qualifications, consulting with our Chief Executive Officer and other members of senior management, making a determination as to his independence, and considering the needs of the Board of Directors, recommended to the Board that Mr. Gilbert be nominated for election as a director of the Company at the Annual Meeting.

The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the 11 persons named below for election as directors of the Company at the Annual Meeting. Other than Mr. Gilbert, eachEach of the other nominees is presently serving as a director of the Company, and each of the other nominees was elected as a director at the Company’s 20162019 annual meeting of stockholders.

The Board of Directors recommends that the 11 nominees named below be elected as directors of the Company at the Annual Meeting. If elected, each of the nominees will hold office 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. The persons named as proxies in the accompanying proxy card will voteFOR the election of each of the 11 nominees unless a stockholder directs otherwise.

Each nominee has consented to be named and to serve as a director if elected at the Annual Meeting. The Company is unaware of any reason why any nominee would be unwilling or unable to serve as a director if elected. Should, however, any nominee be unwilling or unable to serve as a director at the time of the Annual Meeting, the persons named as proxies in the accompanying proxy card will vote for the election of such substitute person for such directorship as the Board of Directors may recommend.

        The Wendy’s Company 20172020 Proxy Statement        9        11

Director Nominee Qualifications and Biographical Information  DIRECTOR NOMINEE QUALIFICATIONSAND BIOGRAPHICAL INFORMATION

10        12        The Wendy’s Company 20172020 Proxy Statement

The Wendy’s Company 2020 Proxy Statement        13

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Required VoteREQUIRED VOTE

The affirmative vote of a majority of the votes cast with respect to the election of a director nominee is required to elect such nominee as a director at the Annual Meeting. Abstentions and brokernon-votes will not be included in the tabulation of voting results for this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR

THE ELECTION OF EACH OF THE 11 DIRECTOR NOMINEES.

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CORPORATE GOVERNANCE

Board Leadership StructureBOARD LEADERSHIP STRUCTURE

The Board of Directors is currently led by Nelson Peltz, the Company’snon-executive Chairman, and Mr. May, the Company’snon-executive Vice Chairman. Mr. Penegor, the Company’s Chief Executive Officer, also serves as a member of the Board. Meetings of the Board of Directors are called to order and led by the Chairman or, in his absence, the Vice Chairman, or in the absence of both, the Chief Executive Officer. In the absence of the Chairman, Vice Chairman and Chief Executive Officer, a majority of the directors present may elect any director present as chairmanchair of the meeting.Non-management directors generally meet in executive session without management present after each regularregularly scheduled Board meeting.

The Board of Directors separated the positions of Chairman and Chief Executive Officer in June 2007 when Mr. Peltz, after serving as Chairman and Chief Executive Officer of the predecessor of the Company from 1993 to June 2007, became ournon-executive Chairman. The positions of Chairman and Chief Executive Officer have remained separate since that time, with Mr. Peltz currently serving as ourournon-executivenon-executive Chairman and Mr. Penegor currently serving as our Chief Executive Officer.

The Board believes that separating these two positions allows our Chief Executive Officer to focus on developing and implementing the Company’s business strategies and objectives and supervising the Company’sday-to-day business operations, and allowsenables our Chairman to lead the Board of Directors in its oversight and advisory roles.roles and allows our Chief Executive Officer to focus on supervising the Company’sday-to-day business operations and developing and implementing the Company’s business strategies and objectives. Because of the many responsibilities of the Board of Directors and the significant time and effort required by each of the Chairman and the Chief Executive Officer to perform their respective duties, the Board believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a result, enhances the Company’s prospects for success. The Board also believes that having theseparate positions of Chairman and Chief Executive Officer separated provides a clear delineation of responsibilities for each position and fosters greater accountability of management.

The Board of Directors has carefully considered and approved its current leadership structure and believes that this structure is appropriate and in the best interests of the Company and our stockholders, who benefit from the combined leadership, judgment, knowledge and experience of our Chairman, Mr. Peltz, and our Chief Executive Officer, Mr. Penegor.

Board Membership CriteriaBOARD MEMBERSHIP CRITERIAAND DIRECTOR NOMINATIONS

The Board of Directors has adopted general Board membership criteria, which are set forth in the Company’s Corporate Governance Guidelines (the “Corporate Governance Guidelines”).Guidelines. The Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Board’s assessment of potential director candidates includes an individual’s qualification as independent, as well as consideration of diversity, age, educational background, other board experience and commitments, business and professional achievements, skills and experience in the context of the needs of the Board. The Company does not have a stated policy regarding the diversity of nominees or Board members; rather, the Nominating and Corporate Governance Committee and the Board view diversity (whether based on concepts such as gender, race and national origin, or broader principles such as differences in backgrounds, skills, experiences and viewpoints) as one of many elements to be considered when evaluating a particular candidate for Board membership.

The Nominating and Corporate Governance Committee considers recommendations regarding possible director candidates from any source, including stockholders. Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee by giving written notice of the recommendation to the Chair of the Nominating and Corporate Governance Committee, in care of theour corporate Secretary of the Company at our principal executive offices at the address provided under the caption “Contacting the Secretary and “Other Matters—Principal Executive Offices.” The notice must: (i) include the candidate’s name, age, business address, residence address and principal occupation; (ii) describe the qualifications, attributes, skills or other qualities possessed by the candidate; and (iii) be accompanied by a written statement from the candidate consenting to serve as a director, if elected. Candidates who have been recommended by stockholders will be evaluated by the Nominating and Corporate Governance Committee in the same manner as other potential candidates. Stockholders who wish to formally nominate a candidate for election to the Board may do so provided they comply with the applicable eligibility, notice, content, stock ownership and other requirements set forth in our Certificate of Incorporation andBy-Laws, which are described under the caption “Other Matters—Stockholder Proposals for 20182021 Annual Meeting of Stockholders.”

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Director IndependenceDIRECTOR INDEPENDENCE

Under the rules and listing standards of NASDAQ,Nasdaq, the Board of Directors must have a majority of directors who meet the criteria for independence required by NASDAQ.Nasdaq. Pursuant to theour Corporate Governance Guidelines, the Board is

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required to determine whether each director satisfies the criteria for independence based on all relevant facts and circumstances. No director qualifies as independent unless the Board of Directors affirmatively determines that such director has no relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director.

In accordance with the Corporate Governance Guidelines, the Board has adopted director independence categorical standardsthe Director Independence Categorical Standards (the “Independence Standards”) to assist the Board in determining the independence of the Company’s directors. Copies of theThe Corporate Governance Guidelines and the Independence Standards are available on the Company’sour Governance website atwww.aboutwendys.comwww.irwendys.com/esg/governance. Pursuant to the Independence Standards, the following relationships will preclude a director from qualifying as independent:

•   The director is, or at any time during the past three years was, an employee of the Company, or an immediate family member of the director is, or at any time during the past three years was, an executive officer of the Company;

In applying these objective disqualifiers, the Board of Directors will take into account any commentary, interpretations or other guidance provided by NASDAQNasdaq with respect to NASDAQNasdaq Listing Rule 5605. Under the Independence Standards, any relationships or transactions not described above will preclude a director from qualifying as independent only if:

The Independence Standards provide that a relationship between the Company and an entity for which a director serves solely as anon-management director is not by itself material.

The Nominating and Corporate Governance Committee and the Board of Directors considered and reviewed certain transactions and relationships identified through responses to annual questionnaires completed by the Company’s directors, as well as other information presented by management related to transactions and relationships during the past three years between the Company, on the one hand, and the directors (including their immediate family members and business, charitable and other affiliates), on the other hand. As a result of these reviews, the Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, affirmatively determined that under applicable NASDAQNasdaq rules and the Independence Standards, (i)each of Mses. HillDolan and Mathews-Spradlin and Messrs. Gilbert, Kass, Levato, May, Rothschild and Winkleblack qualified as independent directors and (ii) Mr. Gilbert, if elected to the Board, will qualify as an independent director.

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In making its independence determinations with respect to Ms. Mathews-Spradlin and Messrs. Gilbert, Kass, Levato and Rothschild, the Board noted that these directors did not have any transactions or relationships with the Company during the past three years. In making its independence determinations with respect to Ms. HillDolan and Messrs. Kass, May and Winkleblack, the Board of Directors considered the following transactions and relationships, each of which was deemed by the Board not to interfere with the respective director’s exercise of independent judgment in carrying out the responsibilities of a director:

•   Mr. May is the President and a Founding Partner of Trian Partners, which, as noted above, is a significant and long-term stockholder of the Company and party to that certain agreement with the Company described under the caption “Certain Relationships and Related Person Transactions.” Mr. May also served as President and Chief Operating Officer of the predecessor of the Company from April 1993 through June 2007. The Board of Directors also considered the relationship of Trian Partners and its partners with the Company and the presence of Trian Partners representatives (including Nelson Peltz) on the board of directors of Sysco Corporation, which is one of the Company’s suppliers.

•   Until November 2019, Mr. Winkleblack served as anon-management director of Performance Food Group Company, a leading marketer and distributor of food and food-related products across the United States. In 2017, the Company and its franchisees purchased food, beverages and supplies from Performance Food Group Company.

•   Mr.  Winkleblack was appointed as anon-management director of Aramark in 2019, which is currently a franchisee of four Wendy’s restaurants in the United States.

•   Ms.  Dolan serves as anon-management director of AMC Networks Inc. In each of 2017, 2018 and 2019, the Company purchased advertising time from a subsidiary of AMC Networks Inc.

BOARD COMMITTEESAND RELATED MATTERS

The Board has a standing Audit Committee, Compensation Committee (with a separate Performance Compensation Subcommittee), Nominating and Corporate Governance Committee, Corporate Social Responsibility Committee and Technology Committee. The Charters for each of these committees are available on our Governance website atwww.irwendys.com/esg/governance and are available in print, free of charge, to any stockholder who requests them. The Board also has a standing Capital and Investment Committee and Executive Committee. The current members of each Board committee are identified in the following table.

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Two of the Company’s former directors, J. Randolph Lewis and David E. Schwab II, served on the Board of Directors until May 2016 when their respective terms expired at the Company’s 2016 annual meeting of stockholders. In February 2016, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, affirmatively determined that Messrs. Lewis and Schwab each qualified as an independent director under applicable NASDAQ rules and the Independence Standards.

Board Meetings and AttendanceATTENDANCEAT BOARDAND COMMITTEE MEETINGS, ANNUAL MEETING

The Board of Directors held fivesix meetings during 2016.2019. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by the Board committees on which he or she served (in each case, held during the period such director served). In accordance with the Corporate Governance Guidelines, directors are expected to attend the Company’s annual meetings of stockholders. Each of the Company’s directors other than Mr. Kass, who were then serving on the Board attended the Company’s 20162019 annual meeting of stockholders.

Board CommitteesAUDIT COMMITTEE

The Board has a standing Audit Committee, Compensation Committee, Performance Compensation Subcommittee and Nominating and Corporate Governance Committee. Copies of the Charter of the Audit Committee, Joint Charter of the Compensation Committee and of the Performance Compensation Subcommittee and Charter of the Nominating and Corporate Governance Committee are available on the Company’s website atwww.aboutwendys.com and are available

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in print, free of charge, to any stockholder who requests them. The Board also has a standing Capital and Investment Committee, Corporate Social Responsibility Committee and Executive Committee. The current members of each Board committee are identified in the table below.