Wendy's Co false 0000030697 0000030697 2024-05-21 2024-05-21

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 21, 2024

 

 

THE WENDY’S COMPANY

(Exact name of registrant, as specified in its charter)

 

 

 

Delaware   1-2207   38-0471180

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

One Dave Thomas Boulevard, Dublin, Ohio   43017
(Address of principal executive offices)   (Zip Code)

(614) 764-3100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $.10 par value   WEN   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2024, The Wendy’s Company (the “Company”) issued a press release announcing the appointment of Abigail Pringle to the newly created role of President, U.S. and E.J. Wunsch to the role of President, International, in each case effective June 17, 2024.

As President, U.S., Ms. Pringle will direct all aspects of the Company’s U.S. business, which includes more than 6,000 Company-operated and franchised restaurants. Ms. Pringle has served as President, International and Chief Development Officer since 2019, and in numerous leadership roles across Development, Operations and Strategic Initiatives since joining the Company in 2002.

As President, International, Mr. Wunsch will assume accountability for the Company’s International business across 33 countries and U.S. territories. Mr. Wunsch has served as Chief Legal Officer since joining the Company in 2016, and has been a strategic partner on various international initiatives across Australia, Asia, Europe and South America.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

There are no arrangements or understandings between either Ms. Pringle or Mr. Wunsch and any other persons pursuant to which Ms. Pringle and Mr. Wunsch were appointed as President, U.S. and President, International, respectively. Neither Ms. Pringle nor Mr. Wunsch nor any member of their respective immediate families has had (or proposes to have) a direct or indirect interest in any transaction in which the Company or any of its subsidiaries was (or is proposed to be) a participant that would be required to be disclosed under Item 404(a) of Regulation S-K. The Company has not entered into or materially amended any material plans, contracts or arrangements with, or made any grant or award (or modification thereto) under any such plans, contracts or arrangements to, either Ms. Pringle in connection with her appointment as President, U.S. or Mr. Wunsch in connection with his appointment as President, International.

Certain biographical information for Ms. Pringle and Mr. Wunsch required by Item 5.02(c) of Form 8-K has been previously reported in the “Executive Officers” section of the Company’s definitive proxy statement on Schedule 14A for its 2024 annual meeting of stockholders filed with the Securities and Exchange Commission on April 4, 2024 (the “2024 Proxy Statement”) and is incorporated by reference into this Item 5.02.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On May 21, 2024, The Wendy’s Company (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected each of the 12 director nominees; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024; (iii) approved an advisory resolution to approve executive compensation; (iv) did not approve the stockholder proposal regarding cage-free eggs; (v) did not approve the stockholder proposal regarding an independent board chair; and (vi) did not approve the stockholder proposal requesting a racial equity audit. The voting results for each proposal are set forth below. The proposals are further described in the 2024 Proxy Statement.

 

2

Proposal 1

The proposal to elect each of the 12 nominees to serve as a director of the Company until the Company’s next annual meeting of stockholders and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal, was approved. Each nominee received the affirmative vote of a majority of the votes cast with respect to such nominee’s respective election. Voting results for the nominees were as follows:

 

     Votes For      Votes Against      Abstentions      Broker
Non-Votes		  

Nelson Peltz

      157,786,502        3,821,203        452,997        20,142,013  

Peter W. May

      158,549,092        3,044,861        466,748        20,142,013  

Matthew H. Peltz

      158,966,908        2,625,153        468,640        20,142,013  

Wendy C. Arlin

      160,688,927        871,820        499,923        20,142,043  

Michelle Caruso-Cabrera

      160,039,268        1,591,507        429,926        20,142,013  

Kristin A. Dolan

      151,444,113        10,114,192        502,396        20,142,013  

Kenneth W. Gilbert

      160,123,496        1,470,356        466,849        20,142,013  

Richard H. Gomez

      159,851,977        1,764,484        444,240        20,142,013  

Michelle J. Mathews-Spradlin

      160,000,871        1,620,609        439,220        20,142,013  

Peter H. Rothschild

      157,227,548        4,336,882        496,271        20,142,013  

Kirk Tanner

      160,611,267        1,009,306        440,128        20,142,013  

Arthur B. Winkleblack

      159,782,064        1,777,126        501,511        20,142,013  

Proposal 2

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was approved by the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

 

Votes For

  

Votes Against

  

Abstentions

179,828,693   1,843,795   530,226

 

3

Proposal 3

The proposal to approve an advisory resolution to approve executive compensation was approved by the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

157,439,459   3,855,075   766,167   20,142,013

Proposal 4

The stockholder proposal regarding cage-free eggs was not approved, as such proposal failed to receive the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

36,375,016   124,091,264   1,594,422   20,142,013

Proposal 5

The stockholder proposal regarding an independent board chair was not approved, as such proposal failed to receive the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

33,651,243   127,719,590   689,869   20,142,013

Proposal 6

The stockholder proposal requesting a racial equity audit was not approved, as such proposal failed to receive the affirmative vote of a majority of the shares of common stock present (in person or by proxy) and entitled to vote at the Annual Meeting. The voting results for this proposal were as follows:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

17,453,629   143,049,340   1,557,731   20,142,013

 

4

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

   

Description

99.1    Press release issued by The Wendy’s Company on May 23, 2024.
104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

 

5

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: May 23, 2024     By:  

/s/ Michael G. Berner

            Michael G. Berner
           

Vice President – Corporate & Securities Counsel

and Chief Compliance Officer, and Assistant Secretary

 

6

Exhibit 99.1

 

LOGO

The Wendy’s Company Names Abigail Pringle President, U.S. and E.J. Wunsch President, International

Elevation of Current Senior Leadership Team Members Supports Growth of Core Business Segments

DUBLIN, Ohio, May 23, 2024 /PRNewswire/ — The Wendy’s Company (Nasdaq: WEN) announced the appointment of Abigail Pringle to the newly-created role of President, U.S. and E.J. Wunsch to President, International effective June 17. Ms. Pringle has served as President, International and Chief Development Officer since 2019, and in numerous leadership roles across Development, Operations and Strategic Initiatives since joining the Company in 2002. Mr. Wunsch has served as Chief Legal Officer since joining the Company in 2016. He has been a strategic partner on various international initiatives across Australia, Asia, Europe and South America. Prior to Wendy’s, Wunsch oversaw a substantial international legal portfolio with The Procter & Gamble Company, including four years stationed in Singapore with responsibility throughout Asia.

As President, U.S., Pringle will direct all aspects of the Wendy’s® U.S. business, which includes more than 6,000 Company-operated and franchised restaurants. Wunsch will assume similar accountability for the Wendy’s International business across 33 countries and U.S. territories.

“Since joining Wendy’s earlier this year, I’ve carefully reviewed our business strategy and structure, and believe dedicated Presidents for our U.S. and International business segments alongside our global centers of excellence will help us accelerate our growth in same restaurant sales, digital and new restaurant development even faster,” said President and CEO Kirk Tanner. “I believe having one leader with clear accountability for development and operational performance in both the U.S. and International businesses, along with a singular voice to those respective franchise systems, will be a catalyst to accelerating growth and performance. Fortunately, we have exceptional leaders for these important roles on the leadership team today. Abigail has been a critical architect of our restaurant development journey and has put our International business on firm footing that is ready for accelerated growth. She will now bring that discipline and drive for outsized performance to our U.S. business. E.J. is a strong, strategic business leader who has been deeply involved in the business in his current role. I’m confident he will bring his global experience and keen business acumen to support the health of our existing International business and grow our footprint further around the world.”

“It has been a career highlight to lead our Global Development and International business over the past five years,” said Pringle. “I know our U.S. business and franchisees exceptionally well and am confident that we still have much potential opportunity ahead for sales, profit and restaurant growth.”

Wunsch said, “I see a huge opportunity for Wendy’s on the international stage. I’m eager to support our current franchise and Company operations in driving outsized growth, while also advancing our footprint to bring more Wendy’s to more customers around the globe.”

Forward-Looking Statements

This release contains certain statements that are not historical facts, including statements regarding our anticipated future performance and growth. Those statements constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). The forward-looking statements are based on our expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other

 

Page 1 of 2

factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These factors include, but are not limited to, the factors identified in the “Special Note Regarding Forward-Looking Statements and Projections” and “Risk Factors” sections of our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and in our other filings with the Securities and Exchange Commission. For all forward-looking statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act.

About Wendy’s Wendy’s® was founded in 1969 by Dave Thomas in Columbus, Ohio. Dave built his business on the premise, “Quality is our Recipe®,” which remains the guidepost of the Wendy’s system. Wendy’s is best known for its made-to-order square hamburgers, using fresh, never frozen beef*, freshly-prepared salads, and other signature items like chili, baked potatoes and the Frosty® dessert. The Wendy’s Company (Nasdaq: WEN) is committed to doing the right thing and making a positive difference in the lives of others. This is most visible through the Company’s support of the Dave Thomas Foundation for Adoption® and its signature Wendy’s Wonderful Kids® program, which seeks to find a loving, forever home for every child waiting to be adopted from the North American foster care system. Today, Wendy’s and its franchisees employ hundreds of thousands of people across over 7,000 restaurants worldwide with a vision of becoming the world’s most thriving and beloved restaurant brand. For details on franchising, connect with us at www.wendys.com/franchising.

Visit www.wendys.com and www.squaredealblog.com for more information and connect with us on X and Instagram using @wendys, and on Facebook at www.facebook.com/wendys.

*Fresh beef available in the contiguous U.S., Alaska, and Canada.

Investor Contact:

Kelsey Freed

Director - Investor Relations

(614) 764-3345; kelsey.freed@wendys.com

Media Contact:

Heidi Schauer

Vice President – Communications, Public Affairs & Customer Care

(614) 764-3368; heidi.schauer@wendys.com

 

Page 2 of 2

v3.24.1.1.u2
Document and Entity Information
May 21, 2024
Cover [Abstract]  
Entity Registrant Name Wendy's Co
Amendment Flag false
Entity Central Index Key 0000030697
Document Type 8-K
Document Period End Date May 21, 2024
Entity Incorporation State Country Code DE
Entity File Number 1-2207
Entity Tax Identification Number 38-0471180
Entity Address, Address Line One One Dave Thomas Boulevard
Entity Address, City or Town Dublin
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43017
City Area Code (614)
Local Phone Number 764-3100
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $.10 par value
Trading Symbol WEN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Wendys (NASDAQ:WEN)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Wendys Charts.
Wendys (NASDAQ:WEN)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Wendys Charts.