8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 20, 2017 (July 19, 2017)

THE WENDY’S COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	1-2207	38-0471180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
One Dave Thomas Boulevard, 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 (see General Instruction A.2. below):

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

On July 19, 2017, the Board of Directors (the “Board”) of The Wendy’s Company (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, increased the size of the Board from 11 to 12 members and elected Kristin A. Dolan to serve as a director of the Company, effective immediately. Ms. Dolan will serve as a member of the Board until the Company’s 2018 annual meeting of stockholders and until her successor is elected and qualified, or until her earlier death, resignation, retirement, disqualification or removal. Ms. Dolan has not been appointed to serve on any committees of the Board at this time.

In her capacity as a non-management director of the Company, Ms. Dolan will receive the same compensation as the other non-management directors of the Company, prorated for the period from her election to the Board to the date of the Company’s 2018 annual meeting of stockholders. The Company’s compensation program for non-management directors is described under the “Compensation of Directors” caption in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2017.

There are no arrangements or understandings between Ms. Dolan and any other persons pursuant to which Ms. Dolan was selected as a director.

There are no transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K in which the Company or any of its subsidiaries was or is to be a participant and in which Ms. Dolan (or any immediate family member of Ms. Dolan) had or will have a direct or indirect material interest.

A copy of the press release announcing Ms. Dolan’s election 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 July 20, 2017.

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: July 20, 2017	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 July 20, 2017.

EX-99.1

Exhibit 99.1

The Wendy’s Company Announces Addition of Kristin A. Dolan to Board of Directors

DUBLIN, Ohio, July, 20, 2017 – The Wendy’s Company (NASDAQ: WEN) today announced that on July 19, 2017, its Board of Directors has increased the size of the Board from 11 to 12 members and elected Kristin A. Dolan to serve as a director of the Company, effective immediately.

Dolan is the founder and has been the Chief Executive Officer of 605 LLC, an audience measurement and data analytics company in the media and entertainment industries, since its inception in November 2016. Prior to founding 605 LLC, Ms. Dolan worked at Cablevision Systems Corporation, a former large communications service provider, where she held several key leadership positions during her tenure with the company. Most recently, she served as Chief Operating Officer, a role in which Ms. Dolan led all aspects of the company’s cable operations, including the advertising sales division and its development of data strategy for audience-driven advertising in the nation’s most influential television viewing market, and oversaw thousands of employees, including the company’s customer and field service workforce.

Speaking on behalf of the Board, Chairman Nelson Peltz said, “My fellow Board members and I are delighted to welcome Kristin to serve on our Board. Her impressive experience in the media and entertainment marketing industries, coupled with her extensive experience as a chief executive officer, chief operating officer and public company director, brings valuable expertise and an insightful perspective to our Board.”

In addition to her Board seat with the Company, Dolan also serves as a director of AMC Networks Inc., The Madison Square Garden Company and Revlon, Inc.

About The Wendy’s Company

The Wendy’s Company (NASDAQ: WEN) is the world’s third largest quick-service hamburger restaurant chain. The Wendy’s system includes more than 6,500 restaurants in 30 countries and U.S. territories. For more information, visit www.aboutwendys.com.

Investor Contact:

Peter Koumas

Director – Investor Relations

(614) 764-8478

peter.koumas@wendys.com

Media Contact:

Heidi Schauer

Director – Corporate Communications

(614) 764-3368

heidi.schauer@wendys.com