0001127602-23-002699.txt : 20230130 0001127602-23-002699.hdr.sgml : 20230130 20230130174503 ACCESSION NUMBER: 0001127602-23-002699 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230120 FILED AS OF DATE: 20230130 DATE AS OF CHANGE: 20230130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thuerk Suzanne M. CENTRAL INDEX KEY: 0001963800 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 23569368 MAIL ADDRESS: STREET 1: ONE DAVE THOMAS BLVD. STREET 2: C/O THE WENDY'S COMPANY CITY: DUBLIN STATE: OH ZIP: 43017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wendy's Co CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 BUSINESS ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: (614) 764-3100 MAIL ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: WENDY'S/ARBY'S GROUP, INC. DATE OF NAME CHANGE: 20080926 FORMER COMPANY: FORMER CONFORMED NAME: TRIARC COMPANIES INC DATE OF NAME CHANGE: 19931109 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 3 1 form3.xml PRIMARY DOCUMENT X0206 3 2023-01-20 0 0000030697 Wendy's Co WEN 0001963800 Thuerk Suzanne M. C/O THE WENDY'S COMPANY ONE DAVE THOMAS BLVD. DUBLIN OH 43017 1 Chief Accounting Officer Common Stock 5695 D Employee Stock Option (Right to Buy) 21.40 2032-08-12 Common Stock 7900 D Employee Stock Option (Right to Buy) 23.70 2031-08-13 Common Stock 3474 D Employee Stock Option (Right to Buy) 22.34 2030-08-07 Common Stock 4595 D Employee Stock Option (Right to Buy) 19.71 2029-08-09 Common Stock 7344 D Employee Stock Option (Right to Buy) 18.515 2028-08-20 Common Stock 2021 D Restricted Stock Units 0 Common Stock 6277 D With tandem net exercise and tax withholding rights. The option becomes exercisable as to 2,633 shares on each of August 12, 2023 and 2024 and becomes exercisable as to 2,634 shares on August 12, 2025. The option became exercisable as to 1,158 shares on August 13, 2022 and becomes exercisable as to 1,158 shares on each of August 13, 2023 and August 13, 2024. The option became exercisable as to 1,531 shares on August 7, 2021 and 1,532 shares on August 7, 2022 and becomes exercisable as to 1,532 shares on August 7, 2023. The option vested in three equal installments on August 9, 2020, 2021 and 2022 and is currently exercisable as to all 7,344 shares. The option vested on August 20, 2021 and is currently exercisable as to all 2,021 shares. With tandem dividend equivalent rights and tax withholding rights. Of the restricted stock units, 1,291 (61 of which represent dividend equivalent units) will vest on August 7, 2023; 1,441 (49 of which represent dividend equivalent units) will vest on August 13, 2024; and 3,545 (41 of which represent dividend equivalent units) will vest on August 12, 2025. In each case, the stated number of restricted stock units will vest in full on the applicable vesting date, subject to Ms. Thuerk's continued employment with the Company on the applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. /s/ Suzanne M. Thuerk 2023-01-26 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POA Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of E.J. Wunsch, Michael G. Berner and Mark L. Johnson, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) complete and execute for and on behalf of the undersigned, in the undersigned's current or former capacity as (i) an officer, (ii) a director and/or (iii) a 10% shareholder of The Wendy's Company (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder; and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act ("Section 16"). The undersigned hereby agrees on behalf of the undersigned and the undersigned's heirs, executors, legal representatives and assigns to indemnify, defend and hold each of the foregoing attorneys-in-fact harmless from and against any and all claims that may arise against such attorney-in-fact by reason of any violation by the undersigned of the undersigned's responsibilities under Section 16 or any other claim relating to any action taken by such attorney-in-fact pursuant to this Power of Attorney. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 26 day of January, 2023. /s/ Suzanne M. Thuerk Suzanne M. Thuerk