Wendy's International (WEN)

Introduction

The 1999 Executive Bonus Plan is designed to provide incentive compensation for designated executive officers and key employees of the Company and its subsidiaries that is directly related to the financial performance of the Company. The 1999 Executive Bonus Plan was approved by the Company’s stockholders on September 23, 1999. The 1999 Executive Bonus Plan was reapproved by the Company’s stockholders at their annual stockholders meeting on June 9, 2004 and amendments to the 1999 Executive Bonus Plan were approved by the Company’s stockholders on June 1, 2005 and June 5, 2007.

The 1999 Executive Bonus Plan, which became effective as of May 3, 1999, following shareholder approval, provides for “Performance Goal Bonus Awards” (under Part II) to be awarded to designated participants. A description of the Performance Goal Bonus Awards portion of the 1999 Executive Bonus Plan has been previously disclosed to stockholders in the proxy statement for the September 23,

67

1999 annual stockholders’ meeting (the “1999 Proxy Statement”), in the proxy statement for the June 1, 2005 annual stockholders’ meeting (the “2005 Proxy Statement”) and the proxy statement for the June 5, 2007 annual stockholders meeting (the “2007 Proxy Statement”).¹

Our stockholders are being asked to reapprove the 1999 Executive Bonus Plan to ensure that Performance Goal Bonus Awards made under Part II of the 1999 Executive Bonus Plan using the performance criterion described herein will be deductible by the Company. Section 162(m) of the Code generally does not allow publicly held companies to obtain tax deductions for compensation of more than $1 million paid in any year to their chief executive officer, or any of their other three most highly compensated executive officers, unless such payments are “performance-based” in accordance with conditions specified under Section 162(m) and the related Treasury Regulations. One of those conditions requires the Company to obtain stockholder approval of the material terms of the performance goals set by a committee of outside directors. In addition, if such committee has the authority to change the targets under a performance goal after shareholder approval of the goal, the material terms of the performance goals must be disclosed and reapproved by stockholders no later than five years after such stockholder approval was first received. The Performance Committee has authority with respect to Performance Goal Bonus Awards granted under the 1999 Executive Bonus Plan. Therefore, the Performance Committee is recommending that the stockholders reapprove the material terms of the performance goals applicable to the Performance Goal Bonus Awards portion of the 1999 Executive Bonus Plan, as described below. Subject to such reapproval, and if the applicable performance goals are satisfied, this proposal would enable the Company to continue to pay performance-based compensation to executive officers of the Company pursuant to the Performance Goal Bonus Awards portion of the 1999 Executive Bonus Plan and to obtain tax deductions for such payments, without regard to the limitations of Section 162(m). If this Proposal 7 is not approved by stockholders, no further bonus awards will be payable pursuant to the Performance Goal Bonus Awards portion of the 1999 Executive Bonus Plan. The Compensation Committee and Performance Committee, however, reserve the right to pay discretionary bonuses to named executive officers that are not deductible under Section 162(m).

Performance Goal Bonus Awards are based on the Company (or operating units of the Company) achieving certain specific levels of performance with reference to one or more objective criteria outlined in the 1999 Executive Bonus Plan and as described below. Performance bonus award targets are established annually by the Performance Committee based on specific categories of criteria set forth in the 1999 Executive Bonus Plan. Such criteria include EBITDA adjusted for specified items, margins, net income, earnings per share, the successful completion of acquisitions, dispositions, recapitalizations, financings and refinancings, return on the Company’s investment portfolio and other market and operating performance measures, including, among other things, market share, productivity improvement and stock price. The Performance Committee establishes the performance goals as to each participant for each plan year and, if more than one performance goal is established, the weighting of the performance goals. Performance Goal Bonus Awards may not exceed $5,000,000 to any single participant for any plan year. The Performance Committee may, in its sole and absolute discretion,

68

adjust or modify the calculation of the performance goals in certain circumstances. In addition, the 1999 Executive Bonus Plan provides that the Performance Committee may use its discretion to reduce or eliminate a Performance Goal Bonus Award even if certain performance goals have been achieved

Introduction

The Audit Committee of the Board of Directors has selected Deloitte & Touche LLP (“Deloitte”) to be the Company’s independent registered public accountants for fiscal 2007. Deloitte has acted as the Company’s independent registered public accountants since July 9, 1994.

Representatives of Deloitte will be present at the Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Introduction

We are a holding company and, through our subsidiaries, we are currently the franchisor of the Arby’s restaurant system and the owner of approximately 94% of the voting interests, approximately 64% of the capital interests and at least 52% of the profits interests in Deerfield & Company LLC (Deerfield), an asset management firm. The Arby’s restaurant system is comprised of approximately 3,600 restaurants, of which, as of December 31, 2006, 1,061 were owned and operated by our subsidiaries. References in this Form 10-K to restaurants that we “own” or that are “company-owned” include owned and leased restaurants as well as two restaurants managed pursuant to management agreements. Deerfield, through its wholly-owned subsidiary Deerfield Capital Management LLC, is a Chicago-based asset manager offering a diverse range of fixed income and credit-related strategies to institutional investors with approximately $13.2 billion under management as of December 31, 2006. Our corporate predecessor was incorporated in Ohio in 1929. We reincorporated in Delaware in June 1994. Our principal executive offices are located at 280 Park Avenue, New York, New York 10017 and our telephone number is (212) 451-3000. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports, available, free of charge, on our website as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the Securities and Exchange Commission. Our website address is www.triarc.com. Information contained on our website is not part of this Form 10-K.

Introduction

      The Audit Committee of the Board of Directors has selected Deloitte & Touche LLP (“Deloitte”) to be the Company’s independent registered public accountants for fiscal 2006. Deloitte has acted as the Company’s independent registered public accountants since July 9, 1994.

      Representatives of Deloitte will be present at the Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Introduction

      The Audit Committee of the Board of Directors has selected Deloitte & Touche LLP (“Deloitte”) to be the Company's independent registered public accountants for fiscal 2005. Deloitte has acted as the Company's independent registered public accountants since July 9, 1994.

      Representatives of Deloitte will be present at the Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.