UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 December 13, 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 12 to 13 members and elected Wendy C. Arlin to serve as an independent director of the Company, effective immediately. Ms. Arlin will serve as a member of the Board until the Company’s 2024 annual meeting of stockholders, which is expected to be held in May 2024 (the “2024 Annual Meeting”) and until her successor is elected and qualified, or until her earlier death, resignation, retirement, disqualification or removal. Ms. Arlin has been appointed to serve on the Audit Committee of the Board.
In her capacity as a non-management director of the Company, Ms. Arlin 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 2024 Annual Meeting. 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 30, 2023.
There are no arrangements or understandings between Ms. Arlin and any other persons pursuant to which Ms. Arlin 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. Arlin (or any immediate family member of Ms. Arlin) had or will have a direct or indirect material interest.
In addition, on December 13, 2023, Joseph A. Levato informed the Company and the Board that he intends to retire from the Board and not stand for re-election as a director at the 2024 Annual Meeting. Mr. Levato indicated that his departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Subsequently, on December 13, 2023, the Board determined that, effective upon Mr. Levato’s retirement from the Board, the size of the Board will be reduced from 13 to 12 members.
A copy of the press release announcing Ms. Arlin’s election to the Board and Mr. Levato’s intention to retire from 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 14, 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: December 14, 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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