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WEN » Topics » Vote By Mail:

This excerpt taken from the WEN DEFA14A filed Apr 14, 2009.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

M12338-P76957


Voting Items

The Board of Directors recommends a vote
"FOR" the election of the nominees listed and
"FOR" each proposal.
1.       

To elect twelve (12) directors to hold office as specified in the Company's Proxy Statement.
   
Nominees:      
        01)      Nelson Peltz   07)      Joseph A. Levato
  02) Peter W. May   08) J. Randolph Lewis
  03) Hugh L. Carey   09) David E. Schwab II
  04) Clive Chajet   10) Roland C. Smith
  05) Edward P. Garden   11) Raymond S. Troubh
  06) Janet Hill   12) Jack G. Wasserman

2.     

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 changes.
 
3.

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.
 
4.

To adopt an amendment and restatement of the Certificate of Incorporation to change the advance notice procedures for stockholder proposals and director nominations.
 
5.

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.
 

M12339-P76957

 

6.     

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.
 
7.

To re-approve the Performance Goal Bonus Awards portion of the Company's 1999 Executive Bonus Plan.
 
8.

To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for 2009.
 
9.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
 


 

 


 
 

 

 

 

 

M12340-P76957

 

 

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