This excerpt taken from the WEN DEF 14A filed Apr 14, 2009.
Vote Required for Approval
The affirmative vote of two-thirds of the total voting power of the outstanding voting shares of the Company entitled to vote at the Annual Meeting or any adjournment or postponement thereof is required for approval of this Proposal. Because the Class A Common Stock is the only class of voting shares with shares outstanding on the record date, the affirmative vote of two-thirds of the outstanding shares of Class A Common Stock entitled to vote at the Annual Meeting or any adjournment or postponement thereof is required to approve this Proposal. An abstention on this Proposal is not an affirmative vote and therefore will have the same effect as a vote against this Proposal. Therefore, it is important that you vote your shares by proxy or in person at the Annual Meeting.