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WEN » Topics » WENDYS/ARBYS GROUP, INC. NOTICE OF 2009 ANNUAL MEETING OF STOCKHOLDERS To be Held on Thursday, May 28, 2009 11:00 a.m., Local Time

This excerpt taken from the WEN DEF 14A filed Apr 14, 2009.

WENDY’S/ARBY’S GROUP, INC.
NOTICE OF 2009 ANNUAL MEETING OF STOCKHOLDERS
To be Held on Thursday, May 28, 2009
11:00 a.m., Local Time

The 2009 Annual Meeting of Stockholders of Wendy’s/Arby’s Group, Inc. will be held on Thursday, May 28, 2009, at 11:00 a.m., local time, at the W New York, 541 Lexington Avenue, New York, New York 10022, for the following purposes:

 

 

(1)

  

 

  

to elect twelve directors to hold office until the Company’s next annual meeting of stockholders;

 

(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;

 

(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;

 

 

  

 

  

(A copy of the proposed Amended and Restated Certificate of Incorporation described above is set forth in Annex A to this Proxy Statement, with deletions indicated by strikeout and additions indicated by underline. For more details about the proposed Amended and Restated Certificate of Incorporation, see Proposals 2-6 in the Proxy Statement.)

 

(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; and

 

(9)

  

 

  

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

Stockholders entitled to vote at the Annual Meeting or any adjournment or postponement thereof are holders of record of the Company’s Class A Common Stock at the close of business on March 31, 2009. All such stockholders of record are invited to attend the Annual Meeting. Admission to the Annual Meeting will be by ticket only and packages and bags may be inspected and required to be checked in at the registration desk. You also will be required to present identification containing a photograph. If you are a registered stockholder (your shares are held in your name) and plan to attend the Annual Meeting, please check the appropriate box on the proxy card and retain the top portion of your proxy card, which serves as your admission ticket. If you are a beneficial owner (your shares are held by a bank, broker or other holder of record) and you plan to attend the Annual Meeting, your

admission ticket is either your notice regarding the availability of proxy materials or the top portion of your voting instruction form, whichever you have received. The Proxy Statement also includes information on how to obtain a ticket from the Company. Stockholders who do not obtain tickets in advance may obtain them upon verification of ownership at the registration desk on the day of the Annual Meeting.

 

 

 

 

  

By Order of the Board of Directors

 

  


NILS H. OKESON
Secretary

April 14, 2009

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