8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2015 (December 14, 2015)

THE WENDY’S COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-2207	38-0471180
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Dave Thomas Blvd., Dublin, Ohio	43017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 764-3100

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2015, the Board of Directors (the “Board”) of The Wendy’s Company (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), increased the size of the Board from 10 to 11 members and elected Dennis M. Katz to serve as a director of the Company, effective immediately. Also on December 14, 2015, Ed Garden resigned from the Board, effective immediately, to devote more time to other commitments, including service on current and future boards. The Board, upon the recommendation of the Nominating Committee, filled the vacancy resulting from Mr. Garden’s resignation by electing Matthew H. Peltz to serve as a director of the Company, effective as of December 14, 2015.

Messrs. Kass and Peltz will serve as members of the Board until the Company’s 2016 annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal. Neither Mr. Kass nor Mr. Peltz has been appointed to serve on any committees of the Board at this time.

In their capacity as non-management directors of the Company, Messrs. Kass and Peltz will receive the same compensation as the other non-management directors of the Company, prorated for the period from their election to the Board to the date of the Company’s 2016 annual meeting of stockholders. The Company’s compensation program for non-management directors was described in the Company’s definitive proxy statement for the 2015 annual meeting of stockholders filed with the Securities and Exchange Commission on April 17, 2015 (the “2015 Proxy Statement”) under the caption “Compensation of Directors.”

There are no arrangements or understandings between Mr. Kass or Mr. Peltz, respectively, and any other person pursuant to which Mr. Kass or Mr. Peltz was selected as a director.

Neither Mr. Kass nor any member of his immediate family has had (or proposes to have) a direct or indirect interest in any transaction in which the Company or any of its subsidiaries was (or is proposed to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K.

Matthew H. Peltz is the son of Nelson Peltz, the non-executive Chairman and a director of the Company, and the brother-in-law of Ed Garden, a former director of the Company. Nelson Peltz and Mr. Garden, together with Peter W. May, the non-executive Vice Chairman and a director of the Company, are executive officers and founding partners of Trian Fund Management, L.P. (“Trian Partners”), a management company for various investment funds. Matthew H. Peltz also serves as a partner and a member of the investment team of Trian Partners. Reference is made to the “Certain Relationships and Related Person Transactions” section of the 2015 Proxy Statement for a description of certain transactions with Trian Partners to which the Company is or was a party, which description is incorporated herein by reference.

A copy of the press release announcing the resignation of Mr. Garden and the election of Messrs. Kass and Peltz to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by The Wendy’s Company on December 15, 2015.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE WENDY’S COMPANY
Date: December 15, 2015		By:	/s/ Dana Klein
			Dana Klein
			Senior Vice President – Corporate and
			Securities Counsel, and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by The Wendy’s Company on December 15, 2015.

EX-99.1

Exhibit 99.1

THE WENDY’S COMPANY ANNOUNCES ADDITION OF DENNIS KASS

AND MATTHEW PELTZ TO BOARD OF DIRECTORS

Dublin, Ohio (December 15, 2015) – The Wendy’s Company (NASDAQ: WEN) today announced that its Board of Directors has increased the size of the Board from 10 to 11 members and elected Dennis Kass to serve as a director of the Company, effective as of December 14, 2015. In addition, the Company announced that Ed Garden has resigned from the Board of Directors to devote more time to other commitments, including service on current and future boards. The Board has elected Matthew Peltz to fill the position vacated by Garden, effective as of December 14, 2015.

Kass currently is a member of the Board of Directors at Legg Mason, Inc., where he serves as a member of the finance, audit and compensation committees. He previously served as non-executive Chairman of Legg Mason from July 2013 until October 2014. Prior to his chairmanship at Legg Mason, Kass served for nine years as Chairman and Chief Executive Officer of Jennison Associates, LLC, until his retirement in 2012. Before joining Jennison, Kass spent 13 years with JP Morgan’s investment management unit, last serving as Vice Chairman and Chief Fiduciary Officer of JP Morgan Fleming Asset Management. Prior to joining JP Morgan in 1990, he was Vice President of the investment banking division at Goldman Sachs. Kass served in the Reagan administration as the Assistant Secretary of Labor for Pension and Welfare Benefits from 1985 to 1987 and was a Special Assistant to the President for Policy Development in the economic area from 1981 to 1982. He currently serves as an Advisory Partner of Trian Fund Management, L.P., and as a member of the Lockheed Martin Investment Management Company Advisory Board, the Investment Advisory Board of Cleveland Clinic Innovations and the Advisory Board for Finance and the Global Executive Board for the MIT Sloan School of Management.

Peltz is a Partner and has been a member of the Investment Team of Trian Fund Management, L.P. since January 2008. As a senior member of the Investment Team, he sources new investment ideas, leads due diligence on potential investments and focuses on portfolio construction, risk management and corporate governance matters. Prior to joining Trian, Peltz was with Goldman Sachs & Co. from May 2006 to January 2008, where he worked as an investment banking analyst, and subsequently joined Liberty Harbor, an affiliated multi-strategy hedge fund. He is a member of the Andover Development Board at Phillips Academy and previously served as a director of ARG Holding Corporation, the parent company of the Arby’s^® restaurant brand, from September 2012 to December 2015.

David Schwab, Chairman of the Nominating and Corporate Governance Committee of the Board of Directors, said Kass and Peltz both provide the Wendy’s^® Board with extensive financial expertise. “We are thrilled to have two individuals with Dennis’ and Matt’s impressive backgrounds and qualifications serve on our Board,” Schwab said. “We are especially excited about the strategic acumen and critical thinking skills that they both offer and believe they will provide a strong complement to the existing skill set of our Board members.”

On behalf of the Board and management, Emil Brolick, President and Chief Executive Officer of the Company, and Schwab said: “We would like to thank Ed Garden for his insights during his years of dedicated service to the Wendy’s Board of Directors. We have made tremendous progress as a brand since Ed joined our Board, and we wish him all the best in his future endeavors.”

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About The Wendy’s Company

The Wendy’s Company is the world’s third-largest quick-service hamburger company. The Wendy’s system includes approximately 6,500 franchise and Company-operated restaurants in the United States and 28 countries and U.S. territories worldwide. For more information, visit aboutwendys.com or wendys.com.

Investor contact:

David D. Poplar

Vice President of Investor Relations

(614) 764-3311

david.poplar@wendys.com

Media contact:

Bob Bertini

(614) 764-3327

bob.bertini@wendys.com

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