X0306 4 2014-05-28 0000030697 Wendy's Co WEN 0001014049 SCHWAB II DAVID E C/O THE WENDY'S COMPANY ONE DAVE THOMAS BOULEVARD DUBLIN OH 43017 1 Restricted Stock Units 2014-05-28 4 A 0 8976.0000 0.0000 A Common Stock 8976.0000 93187.0000 D Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. The restricted stock units will vest in full on the earlier of May 28, 2015 or the date of the Company's 2015 annual meeting of stockholders. Vested shares will be delivered upon Mr. Schwab's termination as a director of the Company. Dana Klein, Attorney-In-Fact 2014-05-30