Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year

On May 18, 2009, the board of directors of Wendy's/Arby's Group, Inc. (the "Company") approved an amendment to the Company's by-laws to remove a provision requiring the affirmative vote of the holders of two-thirds of the voting power of the outstanding capital stock of the Company entitled to vote in the election of directors to remove, with or without cause, a duly elected director. As a result of this change, a director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote for directors.

A copy of this amendment to the Company's by-laws is attached as Exhibit 5.03 hereto.

Item 8.01. Other Events.

Following the amendment of the Company's by-laws by the board of directors of the Company described above in Item 5.03, on May 18, 2009, the board decided to withdraw "Proposal 5" from consideration for approval at the 2009 Annual Meeting of Stockholders scheduled to be held on May 28, 2009. The withdrawn proposal sought stockholder approval for an amendment to the Company's certificate of incorporation to provide that a duly elected director of the Company may be removed, with or without cause, only by affirmative vote of the holders of two-thirds of the voting power of the outstanding capital stock of the Company entitled to vote in the election of directors. The withdrawal of Proposal 5 has no effect on any of the other proposals or matters set forth in the proxy statement for the 2009 Annual Meeting of Stockholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

5.03 Amendment to the Company's by-laws