UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On November 2, 2023, The Wendy’s Company (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended October 1, 2023 and other information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.
| Item 8.01 | Other Events |
On October 30, 2023, the Board of Directors (the “Board”) of the Company, on the recommendation of the Nominating and Corporate Governance Committee, created the position of lead independent director, and the independent directors of the Board appointed Arthur B. Winkleblack to serve as the Company’s lead independent director. Mr. Winkleblack has served as a member of the Board since May 2016 and will continue to serve as a member of the Nominating and Corporate Governance Committee and as Chair of the Audit Committee. The creation of a lead independent director position reflects corporate governance best practices, enhances Board leadership and oversight and facilitates communication between the Chairman of the Board and the independent directors.
As lead independent director, Mr. Winkleblack’s duties will include: (1) presiding at all executive sessions of the independent directors; (2) consulting with the Chairman and senior management regarding the format and adequacy of information sent to the Board; (3) consulting with the Chairman and senior management regarding the development of agendas for Board meetings and the schedule of meetings to provide sufficient time for discussion of all agenda items; (4) serving as a liaison between the Chairman and the independent directors, without inhibiting direct communication between them; (5) being available for consultation and direct communication with major stockholders, if appropriate, and in coordination with senior management and other members of the Board as needed; (6) having the authority to call special meetings or executive sessions of the independent directors; and (7) such other duties as may be designated by the Board and/or the independent directors from time-to-time. The Board approved updates to the Company’s Corporate Governance Guidelines to define the duties of the lead independent director. The Corporate Governance Guidelines, as updated, are available on the Company’s Investor Relations website at www.irwendys.com.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press release issued by The Wendy’s Company on November 2, 2023. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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: November 2, 2023 | By: | /s/ Michael G. Berner | ||||
| Michael G. Berner | ||||||
| Vice President – Corporate & Securities Counsel and Chief Compliance Officer, and Assistant Secretary | ||||||