Wendy's Co

The proposal requests that the Board adopt a policy requiring shareholder approval before issuing any “blank-check” preferred stock, with an explicit exception for ordinary business purposes such as raising capital or making acquisitions and provided there is no intent to effect a change in voting power. The proponent argues that blank-check preferred stock—shares the Board can issue with rights set solely by the Board—can be used to dilute common shareholders or as an anti-takeover device and cites the company’s own 10-K and proxy-advisor commentary as a rationale. The proposal frames the requested policy as a modest safeguard to improve transparency and accountability by ensuring shareholders have a say when preferred stock could affect control or voting outcomes. If adopted, the policy would not prohibit ordinary capital or acquisition transactions but would require shareholder approval before preferred stock could be used in a manner that shifts voting power or otherwise impacts shareholder rights.