UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section��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 2018 annual meeting
of stockholdersTHE WENDY’S COMPANY NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS & proxy statementPROXY STATEMENT

April 20, 20189, 2020

Dear Fellow Stockholders:

WeYou are pleased to invite youcordially invited to join us at the 20182020 Annual Meeting of Stockholders (the “Annual Meeting”) of The Wendy’s Company (the “Company”) on Tuesday, June 5, 2018 at 10:00 a.m. (EDT). The Annual Meeting, which will be held virtually on Wednesday, May 27, 2020 at 11:00 a.m. (Eastern Time). Due to the Thomas Conference Center located atimpact of the Company’s corporate 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 business to be conducted at the Annual Meeting is described in the Notice of 20182020 Annual Meeting of Stockholders and Proxy Statement. We also look forward to reportingStatement (the “Proxy Statement”).

As we issue this Proxy Statement, the world is facing a global health crisis and volatile market environment with great uncertainty. It is an unprecedented time, and we are focused on the Company’s 2017 performance, plans for continued global growthactions where we can make a positive difference. Over the past few weeks, we have taken a number of steps to advance public health goals, maintain essential access to high quality food, support our franchisees and driving stockholder valuesafeguard our team members and other corporate endeavors.customers from the spread ofCOVID-19. As we navigate the challenges we face, we’ll do it the Wendy’s Way—with a focus on taking care of our people and our customers and supporting our franchise partners.

We encourage you to participate in the virtual Annual Meeting. Please referFor 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 for information regarding attendance and admission requirements. Also, whetherStatement. Whether or not you plan to attend the virtual Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Please promptly cast your vote by completing and returning your proxy card in the enclosed envelope or to 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 materials. If you attend the virtual Annual Meeting and wish to vote your shares in person,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 and investment in The Wendy’s Company.

Sincerely,

NOTICE OF 20182020 ANNUAL MEETING OF STOCKHOLDERS

Tuesday, June 5, 2018, 10:Wednesday, May 27, 2020, 11:00 a.m. (EDT)(Eastern Time)

Virtual Meeting Site:www.virtualshareholdermeeting.com/WEN2020

The 20182020 Annual Meeting of Stockholders (the “Annual Meeting”) of The Wendy’s Company (the “Company”) will be held virtually on Tuesday, June 5, 2018Wednesday, May 27, 2020 at 10:11:00 a.m. (EDT) at(Eastern Time). Due to the Thomas Conference Center located atimpact of the Company’s corporate 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.

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

To join the live webcast and attend and participate in the virtual Annual Meeting, you will need your16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.For further information on how to attend and participate in the virtual Annual Meeting, please see “Additional Details Regarding the Annual Meeting” on page 6 of the Proxy Statement.

By Order of the Board of Directors:

E. J. WUNSCH

Chief Legal Officer and Secretary

April 20, 20189, 2020

TABLE OF CONTENTS

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ii        The Wendy’s Company 20182020 Proxy Statement

PROXY 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 20182020 Annual Meeting of Stockholders to be held on Tuesday, June 5, 2018Wednesday, May 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 20172019 performance, please review the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 201729, 2019 (the “2017“2019 Form10-K”). References in this Proxy Statement to “2017,“2019,” “2016,“2018,” “2015”“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.www.proxyvote.com. You will need the16-digit control number included in your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.		Call (800)690-6903. You will need the16-digit control number included in your proxy card, voting instruction form or Notice of Internet Availability of 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:

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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 under the caption “Proposal 1—Election of Directors—Director Nominee Qualifications and Biographical Information.”

(1)

(3)

2        

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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.

During 2019, the Company continued to deliver on Wendy’s brand promise to Delight Every Customer™ and execute every element of The Wendy’s Way by investing in the quality of our food and providing 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 Penegor and our senior leadership team, the Company made significant investments to support our three key growth pillars of launching breakfast across the U.S. system, growing our digital business and expanding our international footprint, while continuing to execute on our global growth strategy. Through our strong operating performance in 2019, we delivered total stockholder return that ranked in the 74th percentile of the S&P MidCap 400® index.

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The primary components of our 20172019 executive compensation program are summarized in the following table below and further described in the “CompensationCompensation Discussion and Analysis”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 20172019 fell within a competitive range of market median, in the aggregate. The Company’s strongoverall operating and financial performance in 20172019 supported an annual cash incentive payout at 109.0%120.0% of target, prior to adjustment for individual performance for executives other than the Chief Executive Officer.

We encourage you to read the “CompensationCompensation Discussion and Analysis”Analysis in this Proxy Statement for a detailed discussion of how our executive compensation program was designed and implemented in 20172019 to achieve our overall compensation objectives. Stockholders should also review the “20172019 Summary Compensation Table”Table and other related compensation tables, notes and narratives in this Proxy Statement, which provide detailed information regarding the compensation of our NEOs for 2017.2019.

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ADDITIONAL DETAILS REGARDING THE ANNUAL MEETING

ANNUAL MEETING DLETAILSOGIN INSTRUCTIONS

The accompanying proxyBecause we have adopted a completely virtual format for the Annual Meeting, there 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 2018common 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, June 5, 2018 at 10:00 a.m. (EDT) at the Thomas Conference Center located atlive webcast will open approximately 15 minutes prior to the Company’s corporate 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 the 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 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 not be able to participate by voting or submitting 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 submit 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 our Investor Relations website atwww.wendys.com/who-we-arewww.irwendys.com/financials/annual-report-and-proxy).

Voting Your Shares. This Proxy StatementStockholders 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 accompanying proxy cardopportunity 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 firsthave 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 mailed to stockholders, or made available to stockholders electronically via the Internet, on or about April  23, 2018.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 corporate offices at the address providedstated under the caption “Contacting the Secretary and Corporate“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 April 9, 2018, 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 admission ticket only, and you will also be required to present a valid government-issued photo identification and valid proof of stock ownership as of the April 9, 2018 record date (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 the record date). In addition, if you are a beneficial owner (i.e., your shares are held in the name of a broker, bank or other nominee), you must also provide a legal proxy from the record holder to vote your shares in person at the Annual Meeting.

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 of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or the top portion of your proxy card, whichever you have received. If you are a beneficial owner and plan to attend the Annual Meeting, your admission ticket is either your Notice of Internet Availability or the top portion of your voting instruction form, whichever you have received.

You may also obtain an admission ticket in advance of the Annual Meeting by sending a written request to the Secretary of the Company at the address of our corporate offices provided under the caption “Contacting the Secretary and Corporate Offices.” With your written request, you must enclose valid proof of stock ownership as of the record date and a copy of your admission ticket, as described above. Stockholders who do not obtain admission tickets in advance but plan to attend the Annual Meeting must satisfy the admission requirements described above. The Company may issue admission tickets to persons other than stockholders in the Company’s sole discretion.

Stockholders who hold shares of our Common Stock in a joint account may be admitted to the Annual Meeting if they provide valid proof of joint stock ownership as of the record date and both stockholders satisfy the other admission requirements described above.

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.

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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 are a beneficial ownerMeeting, log in atwww.virtualshareholdermeeting.com/WEN2020 and holdfollow 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, bankcard, 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 of Internet Availability of Proxy Materials or a voting instruction form for you to use in directing it on how to vote your shares.

6        The Wendy’s Company 2018 Proxy Statement

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8        10        The Wendy’s Company 20182020 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 12 members of our Board of Directors.

One of the Company’s current directors, Emil J. Brolick, will conclude his service on the Board when his term expires at the Annual Meeting, after having served as a member of our Board since September 2011 when he joined the Company as our President and Chief Executive Officer. Mr. Brolick served as our President until January 2016 and as our Chief Executive Officer until his retirement from management duties with the Company in May 2016. He continued to serve on the Board upon his retirement to ensure continuity of leadership and strategic focus for the Company, and we are grateful for Mr. Brolick’s many contributions, outstanding service and distinguished leadership during his executive and Board tenure. The Board has determined that the size of the Board will be reduced from 12 to 11 members upon the expiration of Mr. Brolick’s term 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. Each 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 20172019 annual meeting of stockholders, except for Kristin Dolan.

Ms. Dolan joined the Board of Directors in July 2017 when the Board, upon the recommendation of the Nominating and Corporate Governance Committee, increased the size of the Board from 11 to 12 members and elected Ms. Dolan to serve as a director of the Company for a term expiring at the Annual Meeting. Ms. Dolan was recommended to the Nominating and Corporate Governance Committee by one of ournon-management directors after consulting with our Chief Executive Officer and other members of senior management. The Nominating and Corporate Governance Committee, after reviewing Ms. Dolan’s qualifications, making a determination as to her independence and considering the needs of the Board of Directors, recommended to the Board that Ms. Dolan be elected to serve as a director of the Company.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.

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DIRECTOR NOMINEE QUALIFICATIONSAND BIOGRAPHICAL INFORMATION

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REQUIRED 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 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 regularly 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 ournon-executive Chairman and Mr. Penegor currently serving as our Chief Executive Officer.

The Board believes that separating these two positions enables our Chairman to lead the Board of Directors in its oversight and advisory 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 separate positions of Chairman and Chief Executive Officer 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 CRITERIAAND DIRECTOR NOMINATIONS

The Board of Directors adopted general Board membership criteria, which are set forth in the Company’sCorporate Governance Guidelines.TheGuidelines. 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 the Secretary of the Company at our corporate officesSecretary at theour address provided under the caption “Contacting the Secretary and Corporate“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 20192021 Annual Meeting of Stockholders.”

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DIRECTOR 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 ourCorporate Governance Guidelines,, the Board is 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 theCorporate Governance Guidelines,, the Board adopted theDirector Independence Categorical Standards (the “Independence Standards”“Independence Standards”) to assist the Board in determining the independence of the Company’s directors. Copies of theThe Corporate Governance Guidelines and theIndependence Standards are available on our Governance website atwww.wendys.com/who-we-arewww.irwendys.com/esg/governance. Pursuant to theIndependence 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 theIndependence Standards,, any relationships or transactions not described above will preclude a director from qualifying as independent only if:

•   The director has a “direct or indirect material interest” in such relationship or transaction within the meaning of Item 404(a) of SEC RegulationS-K and the material terms of the relationship or transaction are materially more favorable to the director than those that would be offered at the time and in comparable circumstances to unaffiliated persons; or

TheIndependence 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 theIndependence Standards,, each of Mses. Dolan and Mathews-Spradlin and Messrs. Gilbert, Kass, Levato, May, Rothschild and Winkleblack qualified as an independent director.

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In making its independence determinations with respect to Mses. Dolan andMs. 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. Dolan and Messrs. 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:

One of the Company’s former directors, Janet Hill,suppliers.

•   Until November 2019, Mr. Winkleblack served onas anon-management director of Performance Food Group Company, a leading marketer and distributor of food and food-related products across the Board of Directors until May 2017 when her term expired at the Company’s 2017 annual meeting of stockholders.United States. In February 2017, the Board, uponCompany 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 recommendationUnited States.

•   Ms.  Dolan serves as anon-management director of AMC Networks Inc. In each of 2017, 2018 and 2019, the Nominating and Corporate Governance Committee, affirmatively determined that Ms. Hill qualified as an independent director under applicable NASDAQ rules and theIndependence Standards.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 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 theSubcommittee), 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.wendys.com/who-we-arewww.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 Corporate Social Responsibility Committee,and Executive Committee and Technology Committee. The current members of each Board committee are identified in the table below.following table.

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ATTENDANCEAT BOARDAND COMMITTEE MEETINGS, ANNUAL MEETING

The Board of Directors held ninesix meetings during 2017.2019. 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 theCorporate Governance Guidelines,, directors are expected to attend the Company’s annual meetings of stockholders. Each of the Company’s directors who were then serving on the Board attended the Company’s 20172019 annual meeting of stockholders.

AUDIT COMMITTEE

Independence and Financial Literacy.The Board has determined that each member of the Audit Committee satisfies the independence and financial literacy requirements of NASDAQNasdaq and the independence requirements of Rule10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that two members of the Audit Committee, Messrs. Levato and Winkleblack, each qualifyqualifies as an “audit committee financial expert” under applicable SEC rules and regulations and as a “financially sophisticated” audit committee member under applicable NASDAQNasdaq rules.

Audit Committee Report.The report of the Audit Committee with respect to 20172019 is provided belowin this Proxy Statement under the caption “Audit Committee Report.”

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COMPENSATION COMMITTEEAND PERFORMANCE COMPENSATION SUBCOMMITTEE

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Compensation Committee Report.The report of the Compensation Committee with respect to 20172019 is provided belowin this Proxy Statement under the caption “Compensation Committee Report.”

Additional information about the actions taken by the Compensation Committee and Subcommittee in 20172019 with respect to the executive compensation of our NEOs is discussed in the “CompensationCompensation Discussion and Analysis”Analysis and under the caption “Compensation Committee Report.” The actions taken by the Compensation Committee in 20172019 regarding the compensation of ournon-employee directors are discussed under the caption “Compensation of Directors.”

Authority to Delegate

The Compensation Committee and the Subcommittee each may delegate authority to subcommittees composed of one or more of its members, and also may delegate authority to its Chair when it deems appropriate, subject to the terms of its charter. The Compensation Committee and the Subcommittee also may delegate to one or more directors or officers the authority to make grants of equity-based compensation to eligible employees who are not executive officers, subject to the terms of the Company’s compensation plans and applicable legal and regulatory requirements. Any director or officer to whom the Compensation Committee or the Subcommittee grants such authority must regularly report any grants so made, and the Committee or the Subcommittee may revoke any delegation of authority at any time.

Role of Compensation Consultants in the Executive Compensation Process

In carrying out its responsibilities, the Compensation Committee periodically reviews and evaluates the components and competitiveness of the Company’s executive compensation program, using information drawn from a variety of sources, including information provided by outside compensation consultants, legal counsel and other advisors, as well as the Committee’s own experience in recruiting, retaining and compensating executives. The Compensation Committee has the sole authority to retain and oversee the work of outside compensation consultants, legal counsel and other advisors in connection with discharging its responsibilities, including the sole authority to determine such consultants’ or advisors’ fees and other retention terms. The Company provides such funding as the Compensation Committee determines to be necessary or appropriate for payment of compensation to consultants and advisors retained by the Committee.

Since December 2009, the Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as its independent outside compensation consultant. Representatives from FW Cook regularly attend Compensation Committee meetings and provide advice to the Committee on a variety of compensation-related matters. The Compensation Committee seeks input from FW Cook on competitive market practices, including evolving trends and best practices. During 2017, FW Cook assisted the Compensation Committee with respect to the design of the Company’s executive compensation program and determination of targeted compensation levels thereunder, including base salary levels, the 2017 annual cash incentive and long-term equity incentive awards, and the overall mix of total direct compensation for the Chief Executive Officer and other senior executives. FW Cook also advised the Compensation Committee in connection with its review and approval of compensation packages offered to executives, as well as the design of and modifications to the executive compensation program for 2018. At the request of the Compensation Committee, FW Cook periodically reviews the compensation components and levels of the Company’s executive officers and advises the Committee on the appropriateness of the Company’s executive compensation program in the context of its overall compensation philosophy. Under the terms of its engagement, FW Cook does not provide any other services to the Company and works with management only on matters for which the Compensation Committee has oversight responsibility. The Compensation Committee has assessed the independence of FW Cook pursuant to applicable SEC and NASDAQ rules (including consideration of the six independence factors specified in NASDAQ Listing Rule 5605(d)(3)(D)) and concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent compensation consultant to the Committee.

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TECHNOLOGY COMMITTEE

OTHER BOARD COMMITTEES

Capital and Investment Committee.The Capital and Investment Committee is responsible for approving the investment of the Company’s excess funds (i.e., funds not currently required for operations or acquisitions) and exercising approval authority for certain transactions (such as capital expenditures, acquisitions, dispositions and borrowings) within amounts specified by the Board.

Corporate Social Responsibility Committee.The Corporate Social Responsibility Committee meets at least once annually and oversees and reviews the Company’s various social responsibility initiatives, as well as related risks and opportunities. The Corporate Social Responsibility Committee is also responsible for reviewing and approving the Company’s charitable contributions (subject to review and approval by the Audit Committee of any proposed charitable contribution that would constitute a related person transaction) and recommending to the Board any changes to the maximum amount of charitable contributions that may be made by the Company in any fiscal year.

Executive Committee.During intervals between meetings of the Board, the Executive Committee may exercise all of the powers and authority of the Board in the management of the business and affairs of the Company, including, without limitation, all such powers and authority as may be permitted under Section 141(c)(2) of the Delaware General Corporation Law.

Technology Committee.In November 2017, the Board established the Technology Committee to assist the Board in discharging the Board’s oversight responsibilities relating to information technology and cybersecurity matters involving the Company’s digital customer engagement initiatives, including restaurantpoint-of-sale systems, digital ordering tools (such as kiosks, online ordering capabilities and mobile ordering applications) and digital and mobile customer loyalty programs. To the extent practicable, the Technology Committee will also review with management any supply chain-related technology matters.

EXECUTIVE SESSIONSOFTHE BOARD

The Board of Directors holds regularly scheduled executive sessions in whichnon-management directors meet without any members of management present. The Chairman or, in his absence, the Vice Chairman, presides over these executive sessions. The Board also meets at least twice a year in executive session with only independent directors present. Annually, the Chair of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee rotate presiding over these executive sessions, with Mr. RothschildWinkleblack presiding in 2017.2019.

BOARD’S ROLEIN RISK OVERSIGHT

The Board of Directors provides oversight with respect to the Company’s risk assessment and risk management activities, which are designed to identify, prioritize, assess, monitor and mitigate material risks to the Company, including financial, operational, compliance and strategic risks. While the Board has primary responsibility for risk

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and other employees, as discussed below under the caption “Compensation Governance—Compensation Risk Assessment.” The Nominating and Corporate Governance Committee reviews risks related to the Company’s corporate governance structure and processes, including director qualifications and independence, stockholder proposals related to governance, succession planning relating to the Chief Executive Officer and the effectiveness of ourCorporate Governance Guidelines.The Board’sGuidelines. The Technology Committee aids in evaluating the Company’s technology risk oversight function is also supported by a Risk Oversightmanagement, assessment and exposures, including information technology, cybersecurity, data security and fraud risks. The Corporate Social Responsibility Committee composed of members of senior management. The Risk Oversight Committee is exclusively devoted to prioritizing and assessing all categories of enterprise risk, includingreviews risks delegated by the Board of Directorsrelated to the Board committees, as well as other operational, compliance andCompany’s CSR strategic risks facing the Company.initiatives. Each of these committees reports directly to the Board.

The Audit Committee also oversees enterprise risk management (“ERM”) for the Company. ERM is supported by an internal Enterprise Risk Management Committee composed of a cross-functional group of senior management, business leaders and other personnel from applicable risk management functions of the Company. The Enterprise Risk Management Committee identifies current and potential risks facing the Company and ensures that actions are taken as and when appropriate to manage and mitigate those risks. The Audit Committee receives a comprehensive ERM report on a semiannual basis and discusses the results with the full Board, which is ultimately responsible for oversight of the Company’s ERM process. In addition, the Board also receives a comprehensive ERM report on an annual basis.

The Board believes that its current leadership structure supports the risk oversight function of the Board. Having the roles of Chief Executive Officer and Chairman filled by separate individuals allows the Chief Executive Officer to lead senior management in its supervision of the Company’sday-to-day business operations, including the identification, assessment and mitigation of material risks, and allows the Chairman to lead the Board in its oversight of the Company’s risk assessment and risk management activities.

COMPENSATION RISK ASSESSMENT