THE WENDY'S COMPANY | Lobbying Expenditures Disclosure at THE WENDY'S COMPANY

Status
36.46% votes in favour
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
NASDAQ: WEN
Lead filer
SOC Investment Group
Resolution ask
Report on or disclose
ESG theme
  • Governance
ESG sub-theme
  • Lobbying / political engagement
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
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
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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