Stockholders' Equity

12 Months Ended

Dec. 29, 2019

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Stockholders’ Equity

Dividends

During 2019, 2018 and 2017, The Wendy’s Company paid dividends per share of $0.42, $0.34 and $0.28, respectively.

Treasury Stock

There were 470,424 shares of common stock issued at the beginning and end of 2019, 2018 and 2017. Treasury stock activity for 2019, 2018 and 2017 was as follows:

	Treasury Stock
	2019		2018		2017
Number of shares at beginning of year	239,191		229,912		223,850
Repurchases of common stock	10,158		15,808		8,607
Common shares issued:
Stock options, net	(2,912	)	(5,824	)	(1,853	)
Restricted stock, net	(834	)	(627	)	(612	)
Director fees	(14	)	(15	)	(15	)
Other	(54	)	(63	)	(65	)
Number of shares at end of year	245,535		239,191		229,912

Repurchases of Common Stock

In February 2019, our Board of Directors authorized a repurchase program for up to $225,000 of our common stock through March 1, 2020, when and if market conditions warranted and to the extent legally permissible. In connection with the February 2019 authorization, the remaining portion of the Company’s previous November 2018 repurchase authorization for up to $220,000 of our common stock was canceled. In November 2019, the Company entered into an accelerated share repurchase agreement (the “2019 ASR Agreement”) with a third-party financial institution to repurchase common stock as part of the Company’s existing share repurchase program. Under the 2019 ASR Agreement, the Company paid the financial institution an initial purchase price of $100,000 in cash and received an initial delivery of 4,051 shares of common stock, representing an estimated 85% of the total shares expected to be delivered under the 2019 ASR Agreement. In February 2020, the Company completed the 2019 ASR Agreement and received an additional 628 shares of common stock. The total number of shares of common stock ultimately purchased by the Company under the 2019 ASR Agreement was based on the average of the daily volume-weighted average prices of the common stock during the term of the 2019 ASR Agreement, less an agreed upon discount. In total, 4,679 shares were delivered under the 2019 ASR Agreement at an average purchase price of $21.37 per share.

In addition to the shares repurchased in connection with the 2019 ASR Agreement, during 2019, the Company repurchased 6,107 shares under the November 2018 and February 2019 authorizations referenced above with an aggregate purchase price of $117,685, of which $1,801 was accrued at December 29, 2019, and excluding commissions of $86. As of December 29, 2019, the Company had $43,772 of availability remaining under its February 2019 authorization. Subsequent to December 29, 2019 through February 18, 2020, the Company repurchased 1,312 shares with an aggregate purchase price of $28,770, excluding commissions of $18. After taking into consideration these repurchases, with the completion of the 2019 ASR Agreement in February 2020 described above, the Company completed its February 2019 authorization.

In February 2020, our Board of Directors authorized the repurchase of up to $100,000 of our common stock through February 28, 2021, when and if market conditions warrant and to the extent legally permissible.

In February 2018, our Board of Directors authorized a repurchase program for up to $175,000 of our common stock through March 3, 2019, when and if market conditions warranted and to the extent legally permissible. In November 2018, our Board of Directors approved an additional share repurchase program for up to $220,000 of our common stock through December 27, 2019, when and if market conditions warranted and to the extent legally permissible. In November 2018, the Company entered into an accelerated share repurchase agreement (the “2018 ASR Agreement”) with a third-party financial institution to repurchase common stock as part of the Company’s existing share repurchase programs. Under the 2018 ASR Agreement, the Company paid the financial institution an initial purchase price of $75,000 in cash and received an initial delivery of 3,645 shares of common stock, representing an estimated 85% of the total shares expected to be delivered under the 2018 ASR Agreement. In December 2018, the Company completed the 2018 ASR Agreement and received an additional 720 shares of common stock. The total number of shares of common stock ultimately purchased by the Company under the 2018 ASR Agreement was based on the average of the daily volume-weighted average prices of the common stock during the term of the 2018 ASR Agreement, less an agreed upon discount. In addition to the shares repurchased in connection with the 2018 ASR Agreement, during 2018, the Company repurchased

10,058 shares under the February 2018 and November 2018 authorizations with an aggregate purchase price of $172,584, of which $1,827 was accrued at December 30, 2018, and excluding commissions of $141.

In February 2017, our Board of Directors authorized a repurchase program for up to $150,000 of our common stock through March 4, 2018, when and if market conditions warranted and to the extent legally permissible. During 2017, the Company repurchased 8,607 shares under the February 2017 authorization with an aggregate purchase price of $127,367, of which $1,259 was accrued at December 31, 2017, and excluding commissions of $123. The Company completed the February 2017 authorization during 2018 with the repurchase of 1,385 shares with an aggregate purchase price of $22,633, excluding commissions of $19.

Preferred Stock

There were 100,000 shares authorized and no shares issued of preferred stock throughout 2019, 2018 and 2017.

Accumulated Other Comprehensive Loss

The following table provides a rollforward of the components of accumulated other comprehensive income (loss), net of tax as applicable:

	Foreign Currency Translation			Cash Flow Hedges (a)			Pension (b)			Total
Balance at January 1, 2017	$	(60,299	)	$	(1,797	)	$	(1,145	)	$	(63,241	)
Current-period other comprehensive income	15,150			1,797			96			17,043
Balance at December 31, 2017	(45,149		)	—			(1,049		)	(46,198		)
Current-period other comprehensive (loss) income	(16,524		)	—			1,049			(15,475		)
Balance at December 30, 2018	(61,673		)	—			—			(61,673		)
Current-period other comprehensive income	7,845			—			—			7,845
Balance at December 29, 2019	$	(53,828	)	$	—		$	—		$	(53,828	)

_______________

(a) During 2015, the Company terminated seven forward-starting interest rate swaps designated as cash flow hedges, which had an original maturity date of December 31, 2017. As a result, current-period other comprehensive income for 2017 includes the reclassification of unrealized losses on cash flow hedges of $1,797 from “Accumulated other comprehensive loss” to our consolidated statement of operations consisting of $2,894 recorded to “Interest expense, net,” net of the related income tax benefit of $1,097 recorded to “(Provision for) benefit from income taxes.”

(b) During 2018, the Company terminated two frozen defined benefit plans. See Note 19 for further information.