UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 8.01 | Other Events. |
The Wendy’s Company (the “Company”) is filing this Current Report on Form 8-K to provide an update on the proposed settlement of the previously-disclosed shareholder derivative action arising out of the criminal cyberattacks that targeted the point of sale systems of certain Wendy’s franchisees in 2015 and 2016 (the “Derivative Lawsuit”).
On February 14, 2019, the Company entered into a Stipulation and Agreement of Settlement (the “Settlement”) to resolve the Derivative Lawsuit. On January 24, 2020, the United States District Court for the Southern District of Ohio (the “Court”) issued an order granting preliminary approval of the Settlement, which consists of certain corporate governance undertakings and the payment of plaintiffs’ attorneys’ fees and expenses up to $950,000. Pursuant to an order issued by the Court on June 3, 2021, a hearing to determine whether the Court should issue a final order approving the Settlement has been scheduled for September 2, 2021. If the Settlement is approved by the Court, the Derivative Lawsuit will be dismissed with prejudice, and the Company expects the monetary terms of the Settlement to be covered by applicable insurance.
Attached as Exhibit 99.1 to this Current Report on Form 8-K is the Summary Notice of Proposed Settlement (the “Summary Notice”), describing, among other things, the background of the claims made in the Derivative Lawsuit, the Settlement and the manner and deadline for stockholders of the Company to make objections, if any. The Summary Notice should be read in conjunction with the Settlement, which has been filed with the Court. Additional notice and the Settlement are also available on the Company’s Investor Relations website at www.irwendys.com.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. |
Description | |
99.1 | Summary Notice of Proposed Settlement. | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities 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: June 28, 2021 | By: | /s/ Michael G. Berner | ||||
Michael G. Berner | ||||||
Vice President – Corporate & Securities Counsel and Chief Compliance Officer, and Assistant Secretary |
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