0001127602-24-009027.txt : 20240307 0001127602-24-009027.hdr.sgml : 20240307 20240307171005 ACCESSION NUMBER: 0001127602-24-009027 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240226 FILED AS OF DATE: 20240307 DATE AS OF CHANGE: 20240307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spessard Matthew P CENTRAL INDEX KEY: 0002014323 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 24731196 MAIL ADDRESS: STREET 1: C/O THE WENDY'S COMPANY STREET 2: 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] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 form3.xml PRIMARY DOCUMENT X0206 3 2024-02-26 0 0000030697 Wendy's Co WEN 0002014323 Spessard Matthew P C/O THE WENDY'S COMPANY ONE DAVE THOMAS BLVD. DUBIN OH 43017 1 Chief Information Officer Employee Stock Option (Right to Buy) 21.53 2033-08-11 Common Stock 10504 D Employee Stock Option (Right to Buy) 21.40 2032-08-12 Common Stock 12641 D Employee Stock Option (Right to Buy) 23.70 2031-08-13 Common Stock 8528 D Employee Stock Option (Right to Buy) 22.34 2030-08-07 Common Stock 20890 D Restricted Stock Units 0 Common Stock 9386 D With tandem net exercise and tax withholding rights. The option becomes exercisable as to 3,501 shares on each of August 11, 2024 and 2025 and becomes exercisable as to 3,502 shares on August 11, 2026. The option became exercisable as to 4,213 shares on August 12, 2023 and becomes exercisable as to 4,214 shares on each of August 12, 2024 and 2025. The option became exercisable as to 2,842 shares on August 13, 2022 and 2,843 shares on August 13, 2023 and becomes exercisable as to 2,843 shares on August 13, 2024. The option vested in three equal installments on August 7, 2021, 2022 and 2023 and is currently exercisable as to all 20,890 shares. With tandem dividend equivalent rights and tax withholding rights. Of the restricted stock units, 4,067 (340 of which represent dividend equivalent units) will vest on March 9, 2024; 3,713 (296 of which represent dividend equivalent units) will vest on August 13, 2024; and 1,606 (39 of which represent dividend equivalent units) will vest in three equal installments on August 11, 2024, 2025 and 2026. In each case, the vesting of the restricted stock units is subject to Mr. Spessard'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. /s/ Matthew P Spessard 2024-02-26 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POA Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of E.J. Wunsch, Michael G. Berner and Mark L. Johnson, 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 current or former 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 28th day of February, 2024. /s/ Matthew P. Spessard Matthew P. Spessard