SUPPORTING STATEMENT: As the Council of Institutional Investors’ Policies on Corporate Governance say, “Authorized, unissued preferred shares that have voting rights to be set by the board should not be issued without shareowner approval.” Yet Wendy’s governing documents include “blank-check” preferred stock provisions—meaning a class of stock that a board of directors may issue, having voting and other rights determined solely by the Board (i.e., without shareholder approval). Weighing in on this topic, Glass Lewis says, “granting such broad discretion should be of concern to common shareholders,” since blank-check preferred stock can be used in ways “that adversely affects the voting power or financial interests of common shareholders.” Indeed, because blank-check preferred stock can be issued with disproportionate voting rights, conversion features, or other terms, it can be used as an anti-takeover defense or to dilute the voting power of common shareholders—without their consent. This, Wendy’s own 10-Ks caution, presents material risks to shareholders. Specifically, they warn that “our Board of Directors is empowered, without stockholder approval, to issue preferred stock with ... rights that could adversely affect the voting power and other rights of the holders of our common stock” and note that “the preferred stock could be used to discourage, delay or prevent a change in control of the Company that is determined by the Board of Directors to be undesirable” (even shareholders might otherwise deem it to be in their best interests). Further, even the existence of blank-check provisions to impede takeover opportunities can entrench a board and management, thereby weakening accountability to shareholders. For example, BlackRock says it frequently opposes company proposals requesting authorization of a class of blank-check preferred stock “because they may serve as a transfer of authority from shareholders to the board and as a possible entrenchment device.” And Vanguard Group says that its funds generally vote for proposals to create, amend, or issue common or preferred stock, rights “include a blank-check provision” without anti-takeover restrictions. unless the rights “include a blank-check provision” without anti-takeover restrictions. To be clear, this proposal’s adoption wouldn’t prevent the Board from raising capital or other ordinary business uses of preferred stock, but would simply require shareholder approval before it can be used for matters involving corporate control, which could weaken Board accountability and shareholder rights. This proposal requests a modest safeguard that: (1) promotes transparency, because shareholders would have full information before a potentially dilutive or control-shifting issuance; (2) enhances accountability, because the Board would remain answerable to shareholders on these fundamental issues; and (3) bolsters shareholder rights by strengthening investors’ ability to protect their economic and voting interests. Thank you