Explanatory Note
On May 12, 2022, The Wendys Company (the Company) submitted a Report Feedback Statement (the RFS) to Glass
Lewis regarding the Glass Lewis proxy paper related to the Companys 2022 annual meeting of stockholders. The content of the RFS is reproduced in its entirely below.
May 12, 2022
Glass Lewis
255 California Street, Suite 1100
San Francisco, CA 94111
Re: 2022 Glass Lewis Proxy Report
Feedback Statement
To: Glass Lewis Subscribers
We appreciate the opportunity to respond directly to the Glass Lewis proxy paper published on April 29, 2022 related to the 2022 annual
meeting of stockholders of The Wendys Company (the Company).
The Company is writing to respond to Glass Lewis
recommendation that stockholders vote against the re-election of Nelson Peltz, the Chair of our Board of Directors, at the Companys 2022 annual meeting. More specifically, we are writing to
respond to the characterization of the Company and our Board included in the Glass Lewis proxy paper, which is based on information provided by the proponents of a Vote No campaign targeting certain of the Companys directors. The
proxy paper was prepared without input from the Company, and we would like to ensure that our stockholders have the benefit of the Companys perspective.
Background on the Vote No Campaign
The Vote No campaign relates to a stockholder proposal that was presented at the Companys 2021 annual meeting requesting
additional disclosure regarding human rights in the Companys supply chain, including with respect to the COVID-19 pandemic. Our Board of Directors recommended that stockholders vote for the
proposal, which was then approved at our annual meeting. The Company devoted significant time and resources to the topic and, in late 2021, published a comprehensive People & Ethics Report that outlined the ways we stayed connected to our
key North American suppliers following the onset of the COVID-19 pandemic, with a focus on worker safety, health and well-being.
The proponents of the Vote No campaign have characterized our report as failing to adequately respond to the proposal and have
criticized the Company for not engaging with the proponent. We strongly disagree with that characterization and believe we substantially implemented the proposal.
The People & Ethics Report not only responded to the substance of the proposal, but also addressed the topics of labor practices,
human rights and our supply chain more comprehensively. The Company applied a materiality lens in determining how best to communicate to not just the proponent, but other stakeholders interested in this topic. We responded directly to the majority
of the information requested by the proposal, omitting certain highly specific details that we did not view as being meaningful to our stockholders or, in some cases, appropriate for public disclosure. Among other items, the report included: