0001377739-14-000035.txt : 20140523
0001377739-14-000035.hdr.sgml : 20140523
20140523142253
ACCESSION NUMBER: 0001377739-14-000035
CONFORMED SUBMISSION TYPE: PX14A6G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20140523
DATE AS OF CHANGE: 20140523
EFFECTIVENESS DATE: 20140523
SUBJECT COMPANY:
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: 0101
FILING VALUES:
FORM TYPE: PX14A6G
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 14866738
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CtW Investment Group
CENTRAL INDEX KEY: 0001377739
IRS NUMBER: 203688367
FILING VALUES:
FORM TYPE: PX14A6G
BUSINESS ADDRESS:
STREET 1: 1900 L STREET NW
STREET 2: SUITE 900
CITY: WASHINGTON
STATE: DC
ZIP: 20036
BUSINESS PHONE: 202 721 6060
MAIL ADDRESS:
STREET 1: 1900 L STREET NW
STREET 2: SUITE 900
CITY: WASHINGTON
STATE: DC
ZIP: 20036
PX14A6G
1
wenemail.txt
SHAREHOLDER EMAIL
U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
THE WENDY'S COMPANY
___________________________________________________________________________
2. Name of the person relying on exemption:
CTW INVESTMENT GROUP
___________________________________________________________________________
3. Address of the person relying on exemption:
1900 L STREET, NW, SUITE 900 WASHINGTON, DC 20036
___________________________________________________________________________
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
[Change to Win Investment Group sent the following e-mail to investors on
May 23, 2014.]
VOTE AGAINST THE REELECTION OF DAVID E. SCHWAB at the Wendy's Company
(NasdaqGS: WEN) annual meeting next Wednesday, May 28.
Wendy's Chairman Nelson Peltz has pledged nearly his entire pEesonal equity
stake in Wendy's, a holding equal to around 4% of the company's stock.
Recent history shows that such pledging can pose profound risks to investors
as these holdings may be subject to quick liquidation in response to a
margin call.
Investors should recall how in 2008 the Chairman/CEO of Chesapeake Energy,
having pledged virtually all of his Chesapeake shares as loan collateral
(about 5% of outstanding shares), was forced to liquidate almost his entire
stake in response to a margin call. Chesapeake stock sagged in response to
this sudden dumping of nearly 5% of outstanding shares. This episode was a
key element in the governance crisis that hung over the company until last
year, when the board named a new CEO.
If Peltz were forced to sell this stake, not only would Wendy's shares
suffer, but there would be serious questions about board leadership. It is
inappropriate for almost the entire stake of such a significant shareholder,
and key figure thus far at Wendy's, to be pledged and thus put at risk.
Many companies have policies that outright prohibit or at least limit
pledging of stock by executives. We have already seen how the interests of
Peltz and Trian can ride roughshod over other investors with the ill-timed,
unwarranted share buyback that favored Trian investors. (We discuss this
point more fully in our letter to investors, available on our website [link
is to http://ctwinvestmentgroup.com/wp-content/uploads/2014/05/WEN-letter-
FINAL-2.pdf]. Please see our slide deck here link is to http://
ctwinvestmentgroup.com/wp-content/uploads/2014/05/WEN-Investor-
Presentation.pdf]). Investors are rightly concerned about the risks posed
by Peltz's pledging of Wendy's shares as collateral for his other
business ventures.