0001209191-14-054706.txt : 20140827
0001209191-14-054706.hdr.sgml : 20140827
20140827173657
ACCESSION NUMBER: 0001209191-14-054706
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20140825
FILED AS OF DATE: 20140827
DATE AS OF CHANGE: 20140827
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: 0101
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PELTZ NELSON
CENTRAL INDEX KEY: 0000928265
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02207
FILM NUMBER: 141069268
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE
STREET 2: 41ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: NELSON PELTZ
DATE OF NAME CHANGE: 19940810
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-08-25
0
0000030697
Wendy's Co
WEN
0000928265
PELTZ NELSON
280 PARK AVENUE
NEW YORK
NY
10017
1
0
1
0
Common Stock
2014-08-25
5
G
0
E
209611
0.00
A
209611
I
By Peltz 2009 Family Trust
Common Stock
15657338
D
Common Stock
64800245
I
By Trian Partners
Common Stock
128804
I
By Children
Common Stock
70650
I
By Spouse
Upon termination of the grantor retained annuity trust (the "GRAT"), 209,611 shares were gifted to the Peltz 2009 Family Trust. The remaining 159,000 shares were transferred by the GRAT to Mr. Peltz. Accordingly, Mr. Peltz's direct holdings have been increased to reflect the transfer of such shares by the GRAT.
All such shares are owned by the Peltz 2009 Family Trust for the benefit of Mr. Peltz's children. Mr. Peltz's spouse is a trustee of the trust.
The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund" and collectively, the "Trian Entities"), and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and as such is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities. Mr. Peltz is also a member of Trian Partners General Partner, LLC ("Trian GP LLC"), the general partner of Trian Partners GP, L.P. ("Trian GP"), and as such is in a position to determine the investment and voting decisions made by Trian GP LLC on behalf of Trian GP.
(FN 4, contd.) Accordingly, Mr. Peltz may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities and Trian GP. Mr. Peltz disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Owned by minor and adult children living in the reporting person's household.
Exhibit 24 - Power of Attorney
Stacey L. Sayetta, Attorney-In-Fact for Nelson Peltz
2014-08-27
EX-24.4_536206
2
poa.txt
POA DOCUMENT
Exhibit 24 - POWER OF ATTORNEY
Know all by these presents, that Nelson Peltz ("Principal") hereby constitutes
and appoints each of Brian L. Schorr, Stuart I. Rosen and Stacey L. Sayetta,
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) a director, and/or (ii) a 10% shareholder of The
Wendy's Company (the "Company"), Forms 3, 4 and 5 in accordance with Sectio n
16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Form
144 in accordance with the Securities Act of 1933 and the rules 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 or
Form 144, 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 Securities Exchange Act of 1934 ("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.
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As
the "principal," you give the person whom you choose (your "agent") authority to
spend your money and sell or dispose of your property during your lifetime
without telling you. You do not lose your authority to act even though you have
given your agent similar authority. When your agent exercises this authority,
he or she must act according to any instructions you have provided or, where
there are no specific instructions, in your best interest. "Important
Information for the Agent" at the end of this document describes your agent's
responsibilities. Your agent can act on your behalf only after signing the Power
of Attorney before a notary public. You can request information from your agent
at any time. If you are revoking a prior Power of Attorney by executing this
Power of Attorney, you should provide written notice of the revocation to your
prior agent(s) and to the financial institutions where your accounts are
located. You can revoke or terminate your Power of Attorney at any time for any
reason as long as you are of sound mind. If you are no longer of sound mind, a
court can remove an agent for acting improperly. Your agent cannot make health
care decisions for you. You may execute a "Health Care Proxy" to do this.
The law governing Powers of Attorney is contained in the New York General
Obligations Law, Article 5, Title 15. This law is available at a law library, or
online through the New York State Senate or Assembly websites,
www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about
this document that you do not understand, you should ask a lawyer of your own
choosing to explain it to you.
This Power of Attorney shall remain in full force and effect until Principal is
no longer required to file Forms 3, 4, and 5 with respect to Principal's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by Principal in a signed writing delivered to any of the foregoing
attorneys-in-fact. This Power of Attorney does not revoke or replace any other
power of attorney that Principal has previously granted.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted
under this Power of Attorney, a special legal relationship is created between
you and the principal. This relationship imposes on you legal responsibilities
that continue until you resign or the Power of Attorney is terminated or
revoked. You must:
(1) act according to any instructions from the principal, or, where there are no
instructions, in the principal's best interest;
(2) avoid conflicts that would impair your ability to act in the principal's
best interest;
(3) keep the principal's property separate and distinct from any assets you own
or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the
principal; and
(5) disclose your identity as an agent whenever you act for the principal by
writing or printing the principal's name and signing your own name as "agent" in
either of the following manner: (Principal's Name) by (Your Signature) as Agent,
or (your signature) as Agent for (Principal's Name).
You may not use the principal's assets to benefit yourself or give major gifts
to yourself or anyone else unless the principal has specifically granted you
that authority in this Power of Attorney or in a Statutory Major Gifts Rider
attached to this Power of Attorney. If you have that authority, you must act
according to any instructions of the principal or, where there are no such
instructions, in the principal's best interest. You may resign by giving written
notice to the principal and to any co-agent, successor agent, monitor if one has
been named in this document, or the principal's guardian if one has been
appointed. If there is anything about this document or your responsibilities
that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New
York's General Obligations Law, Article 5, Title 15. If it is found that you
have violated the law or acted outside the authority granted to you in the Power
of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of the dated specified below.
By: /s/Nelson Peltz
-----------------------
Nelson Peltz
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
On the 22nd day of February in the year 2012 before me, the undersigned,
personally appeared Nelson Peltz, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary
-------------------------
(Signature and office of
individual taking acknowledgment)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
By: /s/Brian L. Schorr
-----------------------
Brian L. Schorr
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
On the 22nd day of February in the year 2012 in the year 2012 before me, the
undersigned, personally appeared Brian L. Schorr, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
/s/Jane A. Singletary
-------------------------
(Signature and office of
individual taking acknowledgment)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
By: /s/Stuart I. Rosen
-----------------------
Stuart I. Rosen
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
On the 22nd day of February in the year 2012 before me, the undersigned,
personally appeared Stuart I. Rosen, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary
-------------------------
(Signature and office of
individual taking acknowledgment)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014
By: /s/Stacey L. Sayetta
-----------------------
Stacey L. Sayetta
Date: February 22, 2012
State of New York )
) ss.:
County of New York )
On the 22nd day of February in the year 2012 before me, the undersigned,
personally appeared Stacey L. Sayetta, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/Jane A. Singletary
-------------------------
(Signature and office of
individual taking acknowledgment)
JANE A. SINGLETARY
NOTARY PUBLIC - State of New York
No. 01SI5063837
Qualified in New York County
Commission Expires 6/29/2014