UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 28, 2023 (
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 23, 2023, 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 Michelle Caruso-Cabrera to serve as an independent director of the Company, effective immediately. Ms. Caruso-Cabrera will serve as a member of the Board until the Company’s 2023 annual meeting of stockholders and until her successor is elected and qualified, or until her earlier death, resignation, retirement, disqualification or removal. The Board has not yet determined Ms. Caruso-Cabrera’s committee assignments.
In her capacity as a non-management director of the Company, Ms. Caruso-Cabrera 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 2023 annual meeting of stockholders. The Company’s compensation program for non-management directors was 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 March 31, 2022.
There are no arrangements or understandings between Ms. Caruso-Cabrera and any other persons pursuant to which Ms. Caruso-Cabrera 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. Caruso-Cabrera (or any immediate family member of Ms. Caruso-Cabrera) had or will have a direct or indirect material interest.
A copy of the press release announcing Ms. Caruso-Cabrera’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 March 28, 2023. | |
| 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: March 28, 2023 | By: | /s/ Michael G. Berner | ||||
| Michael G. Berner | ||||||
| Vice President – Corporate & Securities Counsel and Chief Compliance Officer, and Assistant Secretary | ||||||
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