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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Wendy's International, Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Human Rights &amp; Worker Rights </p>
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<strong>Focus Area:</strong>
<p>Human Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″><strong>RESOLVED: </strong>Shareholders request The Wendy’s Company (“Wendy’s”) publish a report evaluating how implementing worker-driven social responsibility (WSR) principles and supporting binding agreements would impact Wendy’s ability to identify and remediate human rights issues in sourcing produce.</p>
<p class=”p2″><strong>WHEREAS: </strong>Many corporations have developed corporate social responsibility (CSR) programs in response to heightened scrutiny over exploitative and unsafe conditions in global supply chains. However, evidence demonstrates that CSR approaches often fail to identify or remedy persistent rights abuses such as wage theft, health and safety violations, and gender-based violence.1</p>
<p class=”p3″>Reports of modern-day slavery and perilous conditions continue to emerge, including among suppliers certified by ethical sourcing certification schemes frequently used in CSR approaches. For example, an investigation of berry and tomato farms in Mexico certified by Fair Trade USA and Equitable Food Initiative found evidence of rampant human rights violations, as well as indicators of forced labor.2</p>
<p class=”p4″>Agricultural operations, including in the US, present a high risk of human rights abuses and expose companies like Wendy’s to increased risks of operational disruptions, legal liability, and reputational harm.3 Wendy’s has been silent on whether or not it sources – through its reported supplier, Mastronardi – from growers subject to an October 2021 import ban by Customs and Border Protection due to forced labor.4</p>
<p class=”p3″>In 2021, 95% of Wendy’s shareholders overwhelmingly supported a resolution calling on Wendy’s to specifically disclose how it protects workers in its supply chain from human rights violations.5 In response, Wendy’s released a report in December 2021, which Investor Advocates for Social Justice reviewed and concluded did not meaningfully respond to the shareholder concerns and reaffirmed that Wendy’s continued to disregard human rights in its food supply chain.6 The Company’s Code of Conduct for Suppliers indicates suppliers’ employees should report grievances directly to the supplier, raising the risk of retaliation.7</p>
<p class=”p5″>WSR principles were developed to protect workers’ rights, in response to the failures of CSR approaches.8 Recognized as the gold standard for human rights enforcement programs,9 WSR initiatives are led by workers, include binding agreements between workers and brands, and ensure independent monitoring. They also support timely and effective reporting of harms through grievance mechanisms and worker participation in the design and provision of remedy.10 Companies incorporating WSR may benefit from improved employer-employee and buyer- supplier relationships, better data on program effectiveness within the supply chain, and quicker identification and resolution of human rights risks in the supply chain.11</p>
<p class=”p2″>Unlike many of Wendy’s peers – who have taken steps to improve conditions for workers and remediate rights violations by employing WSR approaches such as the Fair Food Program – Wendy’s has failed to implement WSR approaches.12 The requested WSR evaluation would better position Wendy’s to understand gaps in its efforts to mitigate legal, reputational, and human rights risks in its supply chain.</p>
<p class=”p1″>1 https://www.msi-integrity.org/not-fit-for-purpose/; https://www.vox.com/future-perfect/357989/worker- driven-social-responsibility-corporate-ethics-consumers</p>
<p class=”p2″>2</p>
<p class=”p3″>https://static1.squarespace.com/static/5810dda3e3df28ce37b58357/t/65380365b86b180f057f6c20/1698169 715394/Certified+Exploitation+Oct+2023.pdf</p>
<p class=”p4″>3 https://www.dol.gov/newsroom/releases/whd/whd20230202-2; https://www.axios.com/pro/retail- deals/2024/08/16/forced-labor-agriculture-food-retail-supply-chain</p>
<p class=”p5″>4 https://www.cbp.gov/newsroom/national-media-release/cbp-issues-withhold-release-order-tomatoes- produced-farm-mexico; https://www.latimes.com/california/story/2021-12-31/u-s-blocks-tomato-shipments- from-mexican-farms-accused-of-abusing-workers</p>
<p class=”p4″>5 https://www.iccr.org/shareholders-calling-human-rights-protections-essential-food-chain-workers-prevail- wendys-annual/</p>
<p class=”p4″>6&nbsp; https://ciw-online.org/wp-content/uploads/20220308-Shareable-Digital-FFP-Advisory-and-Appendix-1.pdf</p>
<p class=”p4″>7 https://www.wendys.com/sites/default/files/2018- 04/2017%20Wendy%27s%20Supplier%20Code%20of%20Conduct_FINAL.pdf</p>
<p class=”p4″>8 https://wsr-network.org/what-is-wsr/statement-of-principles</p>
<p class=”p5″>9 https://www.msi-integrity.org/wp-content/uploads/2020/07/MSI_INSIGHT_1.FINAL_FORWEBSITE.pdf</p>
<p class=”p1″>10 https://fairfoodprogram.org/; https://electronicswatch.org/new-worker-driven-remedy- principles_2635094.pdf</p>
<p class=”p2″>11 https://www.cambridge.org/core/journals/business-and-human-rights-journal/article/overlooked- advantages-of-the-independent-monitoring-and-complaint-investigation-system-in-the-workerdriven-social- responsibility-model-in-us-agriculture/B2FA243E5ACD6F4CBEBCDF0C500BFC4A</p>
<p class=”p3″>12 https://fairfoodprogram.org/partners/</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Gloria Oehl</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Franciscan Sisters of Allegany, NY</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Wendy's International, Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Environment </p>
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<strong>Focus Area:</strong>
<p>Plastics Pollution </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class><strong>WHEREAS: </strong>Without immediate and sustained new commitments throughout the plastics value chain, annual flows of plastics into oceans could nearly triple by 2040.[1]</p>
<p class>The growing plastic pollution crisis poses increasing risks to Wendy’s. Corporations could face an annual financial risk of approximately $100 billion should governments require them to cover the waste management costs of packaging they produce.[2] Governments around the world are increasingly enacting such policies, including five new state laws that impose fees on corporations for single-use plastic (SUP) packaging.[3] The European Union has banned ten SUP pollutants and taxed some non-recycled plastic packaging.[4] A French law requires 10% of packaging be reusable by 2027 and Portugal requires 30% reusable packaging by 2030.[5] Additionally, consumer demand for sustainable packaging is increasing.[6]</p>
<p class>Pew Charitable Trusts’ groundbreaking study, Breaking the Plastic Wave (“Pew Report”), concluded that improved recycling alone is insufficient to address plastic pollution—instead, recycling must be coupled with reductions in use, materials redesign, and substitution.[7] The Pew Report finds that reducing plastic use is the most viable solution from environmental, economic, and social perspectives.[8]</p>
<p class>Wendy’s is part of a “to go” packaging culture,&nbsp;contributing to plastic pollution of land and water.&nbsp;</p>
<p class>Competitors McDonald’s and Yum! Brands both acknowledge that reusables will play a role in their future packaging use, each company committing to evaluate and report on the opportunities posed by switching to reusable packaging, including its impacts related to SUP, other single-use packaging, and the environment.[9]</p>
<p class>Our Company states it is committed to recyclable, compostable, and reusable packaging by 2026 yet reports just 73% progress towards this goal and does not report on what percentage, if any, of its packaging is delivered in reusables.[10]</p>
<p class>Nearly 100 additional consumer goods and retail companies have committed to taking meaningful action towards permanent adoption of reusables and absolute cuts to the use of plastic packaging.[11]</p>
<p class>Our Company could avoid regulatory, environmental, and competitive risks by adopting a comprehensive approach to researching and adopting reusable packaging.</p>
<p class><strong>BE IT RESOLVED:&nbsp; </strong>Shareholders request that the Board issue a report, at reasonable expense and excluding proprietary information, describing how Wendy’s could reduce its plastic use by shifting away from single-use packaging in alignment with the findings of the Pew Report, or other authoritative sources, to reduce its contribution to plastic pollution.<br><strong>SUPPORTING STATEMENT: </strong>The report should, at Board discretion:</p>

<p class>Assess the reputational, financial, and operational risks associated with continuing to use substantial amounts of single-use plastic packaging while plastic pollution grows;</p>

<p class>Evaluate dramatically reducing the amount of plastic used in our packaging through transitioning to reusables; and</p>

<p class>Describe opportunities to pre-competitively work with peers to research and develop reusable packaging as an alternative to single-use packaging.</p>

<p class>[1] https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.4</p>
<p class>[2] https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9</p>
<p class>[3] https://www.packworld.com/sustainable-packaging/recycling/article/22922253/ameripen-shares-key-lessons-from-early-epr-adopters</p>
<p class>[4] https://environment.ec.europa.eu/topics/plastics/single-use-plastics_en</p>
<p class>[5] https://www.greenpeace.org/international/story/51843/plastics-reuse-and-refill-laws</p>
<p class>[6] https://www.shorr.com/resources/blog/the-2022-sustainable-packaging-consumer-report/</p>
<p class>[7] https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9</p>
<p class>[8] https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.10</p>
<p class>[9] https://www.asyousow.org/press-releases/2023/3/16/mcdonalds-publish-report-reusable-packaging; https://www.asyousow.org/blog/2024/9/20/agreements-at-hormel-yum-highlight-2024-circular-economy-proxy-season</p>
<p class>[10] https://www.wendys.com/sites/default/files/2024-05/Wendys-2023-Corporate-Responsibility-Report.pdf</p>
<p class>[11] https://gc-data.emf.org/&nbsp;</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Kelly McBee</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>As You Sow</span></div>
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<h4>Resolution Details</h4>
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<div class=”row-info”>
<strong>Company:</strong>
<p>Wendy's International, Inc.</p>
</div>
<div class=”row-info”>
<strong>Year:</strong>
<p>2025 </p>
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<div class=”row-info”>
<strong>Issue Area:</strong>
<p>Environment </p>
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<strong>Focus Area:</strong>
<p>Plastics Pollution </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p>WHEREAS: Without immediate and sustained new commitments throughout the plastics value chain, annual flows of plastics into oceans could nearly triple by 2040.1</p>
<p>The growing plastic pollution crisis poses increasing risks to Wendy’s. Corporations could face an annual financial risk of approximately $100 billion should governments require them to cover the waste management costs of packaging they produce.2 Governments around the world are increasingly enacting such policies, including five new state laws that impose fees on corporations for single-use plastic (SUP) packaging.3 The European Union has banned ten SUP pollutants and taxed some non-recycled plastic packaging.4 A French law requires 10% of packaging be reusable by 2027 and Portugal requires 30% reusable packaging by 2030.5 Additionally, consumer demand for sustainable packaging is increasing.6</p>
<p>Pew Charitable Trusts’ groundbreaking study, Breaking the Plastic Wave(“Pew Report”), concluded that improved recycling alone is insufficient to address plastic pollution—instead, recycling must be coupled with reductions in use, materials redesign, andsubstitution.7The Pew Report finds that reducing plastic use is the most viable solution from environmental, economic, and social perspectives.8</p>
<p>Wendy’s is part of a “to go” packaging culture, contributing to plastic pollution of land and water.</p>
<p>Competitors McDonald’s and Yum! Brands both acknowledge that reusables will play a role in their future packaging use, each company committing to evaluate and report on the opportunities posed by switching to reusable packaging, including its impacts related to SUP, other single-use packaging, and the environment.9</p>
<p>Our Company states it is committed to recyclable, compostable, and reusable packaging by 2026 yet reports just 73% progress towards this goal and does not report on what percentage, if any, of its packaging is delivered in reusables.10</p>
<p>Nearly 100 additional consumer goods and retail companies have committed to taking meaningful action towards permanent adoption of reusables and absolute cuts to the use of plastic packaging.11</p>
<p>Our Company could avoid regulatory, environmental, and competitive risks by adopting a comprehensive approach to researching and adopting reusable packaging.</p>
<p>BE IT RESOLVED: Shareholders request that the Board issue a report, at reasonable expense and excluding proprietary information, describing how Wendy’s could reduce its plastic use by shifting away from single-use packaging in alignment with the findings of the Pew Report, or other authoritative sources, to reduce its contribution to plastic pollution.</p>
<p>SUPPORTING STATEMENT: The report should, at Board discretion:</p>

Assess the reputational, financial, and operational risks associated with continuing to use substantial amounts of single-use plastic packaging while plastic pollution grows;
Evaluate dramatically reducing the amount of plastic used in our packaging through transitioning to reusables; and
Describe opportunities to pre-competitively work with peers to research and develop reusable packaging as an alternative to single-use packaging.

<p>1 https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.4</p>
<p>2 https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9</p>
<p>3 https://www.packworld.com/sustainable-packaging/recycling/article/22922253/ameripen-shares-key-lessons-from-early-epr-adopters</p>
<p>4 https://environment.ec.europa.eu/topics/plastics/single-use-plastics_en</p>
<p>5 https://www.greenpeace.org/international/story/51843/plastics-reuse-and-refill-laws</p>
<p>6 https://www.shorr.com/resources/blog/the-2022-sustainable-packaging-consumer-report/</p>
<p>7 https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf, p.9</p>
<p>8 https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf,p.10</p>
<p>9 https://www.asyousow.org/press-releases/2023/3/16/mcdonalds-publish-report-reusable-packaging;https://www.asyousow.org/blog/2024/9/20/agreements-at-hormel-yum-highlight-2024-circular-economy-proxy-season</p>
<p>10 https://www.wendys.com/sites/default/files/2024-05/Wendys-2023-Corporate-Responsibility-Report.pdf11https://gc-data.emf.org/</p>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Kelly McBee</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>As You Sow</span></div>
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Resolution Details

Company:

Wendy’s International, Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Racial Justice

Status:

Filed

Resolution Text

RESOLVED CLAUSE: Shareholders request the Board of Directors of Wendy’s Corporation to undertake and publicly disclose the findings of an independent Racial Equity Audit, above and beyond legal and regulatory matters (and at a reasonable cost and omitting proprietary information), evaluating practices and policies across the entire value chain. At the Board’s discretion, the audit should include assessing impacts on restaurant franchise employees, farmworkers and greenhouse workers in the produce supply chain, and communities of color in the areas where the company operates and should include input from civil rights organizations, employees, and customers, focusing on identifying systemic risks at all operational levels.. 

WHEREAS CLAUSE: Racial inequity is a systemic risk that threatens society and the economy. 1 Companies that fail to correct policies, practices, and operations deemed to be racist, discriminatory, or furthering inequities face legal, financial, reputational, and human capital management risks. While Wendy’s has made commitments around Diversity, Equity, and Inclusion, the Company has failed to address significant civil rights impacts from the highest levels of corporate governance to the on-the-ground conditions of supplier operations, including the farms and greenhouses throughout the value chain. For example, Wendy’s faces a lawsuit alleging racial harassment of a Black general manager in training, highlighting concerns about the effectiveness of workplace policies in preventing racial discrimination. 2 There are racial disparities between hourly restaurant workers and salaried corporate employees. Whereas nearly 70% of Wendy’s restaurant crew are nonwhite, only approximately 28% of Wendy’s management and 23% of corporate leadership are people of color. 3 

It is widely recognized that hired farmworkers, who are predominantly from racial minority populations, face structural racism, which is associated with physical and mental health inequities. . 4 Yet Wendy’s notably lacks transparency on how it incorporates racial equity into its Supplier Code of Conduct and traceability programs, especially at the farm and greenhouse levels, to ensure equitable treatment and protect against human rights abuses and health and safety violations throughout its supply chain. 5 Mastronardi Produce, a reported Wendy’s supplier, 6 recently agreed to pay $178,000 to settle class action claims by farmworkers of wage violations and pesticide safety violations. 7 Wendy’s 2021 People & Ethics report admitted that it “did not institute any new requirements specific to COVID-19” to protect farmworkers in its supply chain from a deadly pandemic that disproportionately harms the mostly Brown and Black workers who harvest the food we all eat. 8 

Shareholders urge Wendy’s to conduct a racial equity audit to identify, prioritize, remedy and avoid adverse impacts on communities of color and stakeholders throughout the value chain. We urge Wendy’s to assess its behavior through a racial equity lens in order to obtain a complete picture of how it contributes to, and could help dismantle, systemic racism, thereby reinforcing the company’s commitment to racial equity and aligning its practices with the expectations of a diverse and ethically-minded investor, workforce, and consumer base.

1 https://www.spglobal.com/marketintelligence/en/news-insights/latest-news-headlines/racial- inequity-a-systemic-risk-8211-state-street-global-advisors-ceo-62047105; https://tiiproject.com/wp-content/uploads/2023/06/TIIP-RacialEquityBrief-6-14-23-FINAL-Submitt ed.pdf 

2 https://www.mlive.com/news/kalamazoo/2022/02/wendys-violated-civil-rights-of-black-employee-who- was -targeted-with-racial-slur-lawsuit-alleges.html 

3 https://www.wendys.com/sites/default/files/2021-04/People_0.pdf

4 https://ajph.aphapublications.org/doi/full/10.2105/AJPH.2022.307166; https://www.cambridge.org/core/journals/journal-of-law-medicine-and-ethics/article/abs/structural-racism-a nd-health-disparities/DAA32EAF45A777AEFF379C26E83AEEB5 

5 https://www.epi.org/press/70-of-all-investigations-in-agriculture-detected-violations-of-federal-wage-and- hour-laws-and-farm-labor-contractors-are-the-biggest-violators-policymakers-must-do-more-to-protect- farmworkers-and-hol/

6 https://www.thenation.com/article/society/farming-labor-contractors-coronavirus/

7 Lopez et al. v. Mastronardi Produce-USA, Inc. et al., Settlement approval order, August 14, 2023

8 https://s1.q4cdn.com/202642389/files/doc_downloads/report-and-resources/Wendys-People-Ethics- Designed-12.3.21.pdf; https://www.ers.usda.gov/topics/farm-economy/farm-labor/#demographic

 

Resolution Details

Company:

Wendy’s International, Inc.

Year:

2023

Issue Area:

Corporate Governance, Human Rights & Worker Rights

Focus Area:

Proxy Access, Worker Rights, Health & Safety

Status:

Vote

Vote Percentage:

1.80%


Wendy’s International, Inc. Proxy Rights and Access – Proxy Exempt Solicitation


Resolution Text

RESOLVED: Shareholders request our Board of Directors take the necessary steps to enable as many shareholders as needed to aggregate shares to meet 2% of stock owned continuously for 3 years required to nominate directors to the Company’s ballot.

WHEREAS: Eliminating group limits and lowering the ownership percentage from 3% to 2% would empower shareholders with smaller holdings to nominate more diverse Board members with independent perspectives. This would benefit the Company, especially given the influence that Nelson Peltz and hedge Fund Trian Partners hold over the Board. Reports that they are exploring a potential acquisition of the Company present additional governance concerns.1

Peltz and Trian hold 19.24% of Wendy’s Common Stock, approximately $865.8 million of Wendy’s $4.5 billion market cap.2 Board Chair Nelson Peltz is a Founder of Trian; Matthew Peltz, Trian Partner and son of Nelson Peltz, sits on Wendy’s Board as Vice-Chair with Trian Co-Founder Peter May as Senior Vice-Chair; Trian Principals chair four of the Board’s seven committees, with former Trian associates chairing the remaining three; and nine of the ten non-executive Board members have current or former business associations with Nelson Peltz or Trian.3 Accordingly, shareholders remain concerned that the Chair and his fund have outsized influence over the Company’s senior leadership and Board.

Adding to these governance concerns, Wendy’s Board has failed to adequately manage human rights risks in its supply chain. Wendy’s was unresponsive to the Franciscan Sisters of Allegany, NY’s 2021 shareholder resolution, supported by 95% of votes cast, requesting disclosure about worker protections in the Company’s food supply chain.4 The related exempt solicitation outlining the aforementioned concerns and urging shareholders to vote “no” on four Board Members contributed to decreased support for them in 2022,5 for example:

Peter Rothschild received 86.9% support, placing him in the bottom 10% of S&P MidCap 400 board members.

Nelson Peltz received 92.6% support placing him in the bottom 17% of the S&P MidCap 400.

Less than a week after Wendy’s annual meeting, Trian announced it was exploring its potential transaction with Wendy’s.

Proxy access serves as an accountability guardrail to help ensure effective oversight when management-nominated directors fail to respond to shareholder concerns. The Company’s proxy access currently allows 25 stockholders, owning 3% of outstanding Common Stock continuously for 3 years, to aggregate their shares to nominate directors, but in practice, it renders proxy access inaccessible, partly due to Peltz and Trian’s large holdings. At Wendy’s, proxy access would require average share ownership of around $5 million, something smaller, independent, diverse shareholders cannot achieve. Removing the cap on the number of stockholders is an emerging investor expectation and best practice, receiving 36% shareholder support at Target Corporation, and pairing it with a 2% ownership threshold is particularly warranted at Wendy’s to address governance concerns.6

1 https://www.reuters.com/markets/europe/investor-nelson-peltz-explores-takeover-bid-wendys-2022-05-24/
2 https://www.sec.gov/Archives/edgar/data/1345471/000134547122000063/amend56.htm
3 https://www.sec.gov/Archives/edgar/data/30697/000138713122004700/wen-px14a6g_041122.htm
4 https://ciw-online.org/wp-content/uploads/20220308-Shareable-Digital-FFP-Advisory-and-Appendix-1.pdf
5https://static1.squarespace.com/static/5d4df99c531b6d0001b48264/t/6291168ee0e5c3371f0ebd6d/165367566 2447/DRAFT+2.0+-+MA+IASJ+statement+on+WEN+transaction.docx.pdf
6 https://www.sec.gov/ix?doc=/Archives/edgar/data/0000027419/000002741922000018/tgt-20220608.htm

  

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Resolution Details

Company:

Wendy’s International, Inc.

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Vote

Vote Percentage:

36.50%

Resolution Text

Whereas, we believe in full disclosure of lobbying activities and expenditures of The Wendy’s Company (“Company”) to assess whether the Company lobbying and that of its franchisees is consistent with its expressed goals and stockholder interests.

Resolved, Company stockholders request the preparation of a report, updated annually, disclosing:

1.   Company policy and procedures governing its own lobbying and that of its franchisees, both direct and indirect, and grassroots lobbying communications.

2. Payments by the Company or its franchisees used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. Description of management’s decision-making process and the Board’s oversight of this process.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which the Company or its franchisees is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Nominating and Corporate Governance Committee and posted on the Company website. 

Supporting Statement

Wendy’s does not currently report on the full extent of its lobbying efforts.  We do know that Wendy’s did report spending $460,000 from 2012-2022 on federal lobbying.  The company also spent $50,000 to oppose AB 257 in 2022, a California law that creates a council to set minimum standards on working conditions, a law that industry groups now seek to overturn.  Beyond that, there is not a complete picture of the company’s lobbying activities:

State level lobbying disclosures are uneven, incomplete or absent.
Wendy’s does not report lobbying by its franchisees, which account for 93% of Wendy’s restaurants in the U.S.
Wendy’s does not disclose donations to third party groups that spend millions on lobbying and often undisclosed grassroots activity; these groups may be spending “at least double what’s publicly reported.”[1]   

Wendy’s does not disclose indirect lobbying expenditures through trade associations like the International Franchise Association, of which Wendy’s is a member and which in 2022, spent $950,000 on federal lobbying. Wendy’s does not disclose whether it is a member of other trade associations like the National Restaurant Association. 

 We are concerned that lack of disclosure could present reputational risk that could harm shareholder value from lobbying that is not aligned with the Company’s public positions. Wendy’s states that nothing is “more important” than the “health, safety and well-being of our Wendy’s family members and customers.” [2]  Complete reporting would shed light on how that commitment operates in practice.

[1] https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/

[2] https://wendys-careers.com/health-and-safety/

  

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