0001225208-18-005876.txt : 20180309 0001225208-18-005876.hdr.sgml : 20180309 20180309204059 ACCESSION NUMBER: 0001225208-18-005876 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180301 FILED AS OF DATE: 20180309 DATE AS OF CHANGE: 20180309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Brien Matthew Coley CENTRAL INDEX KEY: 0001732939 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 18681709 MAIL ADDRESS: STREET 1: ONE DAVE THOMAS BLVD. CITY: DUBLIN STATE: OH ZIP: 43017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wendy's Co CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 BUSINESS ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: (614) 764-3100 MAIL ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: WENDY'S/ARBY'S GROUP, INC. DATE OF NAME CHANGE: 20080926 FORMER COMPANY: FORMER CONFORMED NAME: TRIARC COMPANIES INC DATE OF NAME CHANGE: 19931109 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 3 1 doc3.xml X0206 3 2018-03-01 0 0000030697 Wendy's Co WEN 0001732939 O'Brien Matthew Coley C/O THE WENDY'S COMPANY ONE DAVE THOMAS BOULEVARD DUBLIN OH 43017 1 Chief People Officer Common Stock 4361.0000 D Employee Stock Option (right to buy) 8.2225 2024-08-11 Common Stock 34097.0000 D Employee Stock Option (right to buy) 9.8575 2025-08-07 Common Stock 36932.0000 D Employee Stock Option (right to buy) 10.0875 2026-08-12 Common Stock 31890.0000 D Employee Stock Option (right to buy) 15.3550 2027-08-11 Common Stock 24004.0000 D Restricted Stock Units 0.0000 Common Stock 27657.0000 D With tandem net exercise and tax withholding rights. The option is currently exercisable as to all 34,097 shares. The option became exercisable as to 12,310 shares on August 7, 2016 and 12,311 shares on August 7, 2017 and becomes exercisable as to 12,311 shares on August 7, 2018. The option became exercisable as to 10,630 shares on August 12, 2017 and becomes exercisable as to 10,630 shares on each of August 12, 2018 and August 12, 2019. The option becomes exercisable as to 8,001 shares on each of August 11, 2018 and August 11, 2019 and becomes exercisable as to 8,002 shares on August 11, 2020. With tandem dividend equivalent rights and tax withholding rights. Of the restricted stock units, 5,987 (307 of which represent dividend equivalent units) will vest on August 7, 2018; 6,888 (197 of which represent dividend equivalent units) will vest on August 12, 2019; and 14,782 (130 of which represent dividend equivalent units) will vest on August 11, 2020. In each case, the stated number of restricted stock units will vest in full on the applicable vesting date, subject to Mr. O'Brien's continued employment with the Company on the applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock. Power of attorney is included with this filing as Exhibit 24. Dana Klein, Attorney-In-Fact 2018-03-09 EX-24 2 poaobrien.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of E.J. Wunsch, Dana Klein, Heidi M. Krings and Michael G. Berner, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) complete and execute for and on behalf of the undersigned, in the undersigned's capacity as (i) an officer, (ii) a director and/or (iii) a 10% shareholder of The Wendy's Company (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated thereunder; and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act ("Section 16"). The undersigned hereby agrees on behalf of the undersigned and the undersigned's heirs, executors, legal representatives and assigns to indemnify, defend and hold each of the foregoing attorneys-in-fact harmless from and against any and all claims that may arise against such attorney-in-fact by reason of any violation by the undersigned of the undersigned's responsibilities under Section 16 or any other claim relating to any action taken by such attorney-in-fact pursuant to this Power of Attorney. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 9th day of March, 2018. /s/ M. Coley O'Brien M. Coley O'Brien