September 6, 2024

Kirk Tanner
President, Chief Executive Officer and Director
The Wendy's Company
One Dave Thomas Blvd.
Dublin, OH 43017

       Re: The Wendy's Company
           Definitive Proxy Statement on Schedule 14A
           Filed April 4, 2024
           File No. 001-02207
Dear Kirk Tanner:

      We have limited our review of your most recent definitive proxy statement
to those issues
we have addressed in our comment(s).

       Please respond to this letter by providing the requested information
and/or confirming that
you will revise your future proxy disclosures in accordance with the topics
discussed below. If
you do not believe a comment applies to your facts and circumstances, please
tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 80

1.     We note that you have included Adjusted EBITDA, a non-GAAP measure, as
your
       Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation
S-K and that
       you discuss the measure in footnote (8) to your pay versus performance
table. Please
       include within your proxy statement a full description of how the number
is calculated
       from your audited financial statements rather than referring to
information in a different
       filing. If the disclosure appears in a different part of the definitive
proxy statement, you
       may satisfy the disclosure requirement by a cross-reference thereto;
however, it is not
       clear whether Adjusted EBITDA is defined solely by reference to Annex A,
since
       footnote (8) references your    earnings release for the applicable
year.
2.     The Company-Selected Measure should, in your assessment, "represent the
most
       important financial performance measure (that is not otherwise required
to be disclosed in
       the table) used by [you] to link compensation actually paid to [your]
named executive
 September 6, 2024
Page 2

       officers, for the most recently completed fiscal year, to company
performance.    See Item
       402(v)(2)(vi) of Regulation S-K. Your tabular and related presentation
should show the
       quantified performance for the same measure selected as your
Company-Selected
       Measure in each covered fiscal year, using not only the same name, but
also the same
       calculation method. Quantified performance derived using different
adjustments from
       those used in the most recent fiscal year may not satisfy this
requirement. Please discuss
       whether    Adjusted EBITDA    as calculated for 2020, 2021 and 2022
represents the same
       measure as    Adjusted EBITDA    as calculated in 2023. We note in this
regard your
       reference to adjustments contained in different earnings releases and in
tables with
       potentially different titles. While Company-Selected Measure disclosure
is not subject to
       Regulation G or Item 10(e) of Regulation S-K, you must provide
disclosure as to how the
       Company-Selected Measure is calculated from your audited financial
statements. A
       reference to non-specific adjustments determined each year likely does
not satisfy this
       requirement.
3.     Refer to the reconciliation tables in footnotes (2) and (4) to your pay
versus performance
       table. It is unclear what amounts are reflected in the rows titled
Year over Year Average
       Change in Fair Value of Equity Awards Granted in Prior Years that Vested
in the Year.
       Specifically, equity awards granted in prior years that vest during the
relevant year should
       be valued as the difference between the fair value as of the end of the
prior fiscal year and
       the vesting date, not the    year over year    change in value. Please
ensure that your table
       headings reflect the amounts used to calculate compensation actually
paid. Refer to Item
       402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Christopher Dunham at 202-551-3783 or Amanda Ravitz at
202-551-3412
with any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Disclosure Review
Program