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WENDY'S RESPONDS TO SHAREHOLDER CONCERNS

 WENDY'S RESPONDS TO SHAREHOLDER CONCERNS
 WASHINGTON, Nov. 1 /PRNewswire/ -- Wendy's International, Inc.


(NYSE: WEN) and the United Shareholders Association announced today that Wendy's has adopted new policies to advance management responsiveness to shareholders, including a requirement that a majority of the board nominating committee and its chairman be independent, outside directors.
 In light of Wendy's decision to implement these new board provisions, and its earlier implementation of a company-wide employee stock option program, USA has agreed to release Wendy's from its shareholder activism campaign.
 In responding to shareholder concerns, the Wendy's board also adopted a policy against paying greenmail.
 "The decision to institute these policies was an easy one for management and the board," said James W. Near, Wendy's chairman and CEO. "Maintaining a board nominating committee with a majority of outside directors and a chairman who is an outside director is just another step in our ongoing programs to recognize the alignment of shareholder and management interests. We are here to maximize shareholder value," he said. Currently, the board nominating committee includes a majority of inside directors who are officers of the corporation. Near noted that Wendy's board of directors is composed of a majority of outside directors and believes that assures strong representation for shareholders.
 "We are also pleased that USA has taken note of our new compensation program, which we believe is a strongly positive factor for Wendy's shareholders," said Near.
 USA President Ralph V. Whitworth applauded Wendy's action. "The adoption of these policies, including a new stock option plan which links the compensation incentives of management and employees to improved stock price performance, puts Wendy's on the cutting edge of shareholder rights," said Whitworth. "The Wendy's board deserves credit for responding to the concerns of its shareholders."
 USA is a nonprofit grassroots organization founded in 1986. With more than 64,000 members and 39 chapters nationwide, it advocates shareholder rights and increased management accountability as key elements of a competitive American economy.
 -0- 11/1/91
 /CONTACTS: Ralph Whitworth of United Shareholders Association, 202-393-4600; or Denny Lynch of Wendy's International, 614-764-3413/
 (WEN) CO: Wendy's International ST: Ohio IN: REA SU: KK -- CL002 -- 0090 11/01/91 09:24 EST
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Copyright 1991 Gale, Cengage Learning. All rights reserved.

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Publication:PR Newswire
Date:Nov 1, 1991
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