This excerpt taken from the WEN DEFA14A filed Apr 14, 2009.
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The Board of Directors recommends a
"FOR" the election of the nominees listed
"FOR" each proposal.
To elect twelve (12) directors to hold office as specified in the Company's Proxy Statement.
Joseph A. Levato
Peter W. May
J. Randolph Lewis
Hugh L. Carey
David E. Schwab II
Roland C. Smith
Edward P. Garden
Raymond S. Troubh
Jack G. Wasserman
To adopt an amendment and restatement of the Company's Certificate of Incorporation (the Certificate of Incorporation) to refer to Class A Common Stock as Common Stock and make other conforming
To adopt an amendment and restatement of the Certificate of Incorporation to provide that, in the absence of the Chairman of the Board, the alternate presiding chairman at a meeting of the Company's
stockholders would be, in order, the Vice Chairman, the Chief Executive Officer or a person designated by a majority of the Board of Directors.
To adopt an amendment and restatement of the Certificate of Incorporation to change the advance notice procedures for stockholder proposals and director nominations.
To adopt an amendment and restatement of the Certificate of Incorporation to provide that directors may be removed only by the affirmative vote of the holders of two-thirds of the voting power of the
Company's capital stock.
To adopt an amendment and restatement of the Certificate of Incorporation to repeal Article VI thereof, which imposes super-majority stockholder approval requirements for certain business combination
transactions between the Company and an interested stockholder.
To re-approve the Performance Goal Bonus Awards portion of the Company's 1999 Executive Bonus Plan.
To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for 2009.
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.