Trian seeks representation on Wendy's board

By Lisa Kerner

Charlotte, N.C., Feb. 11 - Wendy's International, Inc. investor Trian Partners, LP said it hopes the company's special committee's review of strategic options will result in a sale of the company. However, due to the Feb. 11 deadline, Trian is seeking additional representation on Wendy's board of directors.

On Jan. 28 the special committee announced it was nearing completion of its strategic review process. The board determined that it would not exercise discretionary authority to vote on any shareholder proposal received on or before Feb. 11, according to a schedule 13D filing with the Securities and Exchange Committee.

Trian, in a letter to the board, said it intended to appear in person or by proxy at the annual meeting and make proposals to:

• Increase and fix the size of the board at 15 directors and to set the numbers of directors in each class; and

• Remove members of the board, if any, that were appointed by the directors of the company after Feb. 4, 2008.

If the amendment proposals are approved, Trian will nominate for election as directors:

• Jerry W. Levin, a member of Wendy's board since 2006 and chairman and chief executive officer of JW Levin Partners LLC;

• Jeffrey C. Bloomberg, a member of Norteck, Inc.'s board since 2005;

• Ulysses L. Bridgeman, Jr., owner and president of Manna Inc. which operates 160 Wendy's restaurants;

• Kenneth W. Gilbert, Trian Acquisition board member and former president and chief operating officer of Uniworld Group;

• Richard A. Mandell, private investor and financial consultant;

• Gregory H. Sachs, former chairman and CEO of Deerfield Capital Management LLC; and

• Michele K. Griffiths, independent consultant.

If the amendment proposals are not approved, Trian will then nominate Levin, Bridgeman, Gilbert, and Mandell.

On April 25, 2007, Wendy's announced it would review options including a revision to its strategic plan and changes to the capital structure. Wendy's said in June 2007 it was considering a sale of the company.

Trian beneficially owns some 8.55 million shares or 9.8% o the Dublin, Ohio-based quick service restaurant chain.

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