8-K

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): February 4, 2020

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 7.01 Regulation FD Disclosure.

On February 4, 2020, The Wendy’s Company (the “Company”) announced that it planned to launch breakfast across the U.S. system on March 2, 2020.

A copy of the press release that the Company issued is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information in this Item 7.01, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 7.01, including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act.

Forward Looking Statements

This Current Report on Form 8-K contains certain statements that are not historical facts, including statements regarding the Company’s plans to launch breakfast across the U.S. system on March 2, 2020. Those statements, as well as statements preceded by, followed by or that include the words “will,” “may,” “believes,” “intends,” “plans,” “expects,” “anticipates,” or similar expressions 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 the Company’s expectations at the time, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit     No.		Description
	99.1	Press release issued by The Wendy’s Company on February 4, 2020.
	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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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: February 4, 2020	By:	/s/ Michael G. Berner
		Michael G. Berner
		Associate General Counsel – Corporate and
		Securities, and Assistant Secretary

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EX-99.1

Exhibit 99.1

WENDY’S INTRODUCES A BETTER BREAKFAST, ASKS AMERICA: YOU UP FOR THIS?

DUBLIN, OHIO (Feb. 4, 2020) – Today Wendy’s^® announced that, on March 2, fans can say goodbye to their tired, old, stale breakfast and instead get their hands on a selection of fresh, craveable, bold new morning options. From fresh, hand-cracked eggs on every sandwich, to savory Applewood smoked bacon, Wendy’s breakfast menu brings a fresh twist to familiar flavors and pays homage to Wendy’s fan favorites – featuring items like the Breakfast Baconator^®, Honey Butter Chicken Biscuit and Frosty^®-ccino, breakfast will never be the same.

“People deserve a delicious, affordable and higher quality breakfast than what they’re currently getting, so that’s exactly what we’re going to serve when Wendy’s launches breakfast nationally on March 2,” said Kurt Kane, President, U.S. and Chief Commercial Officer of The Wendy’s Company. “Our crew will be hand-cracking fresh eggs on all our breakfast sandwiches and leaning into the quality ingredients that have long set Wendy’s apart from the competition. We’ve crafted unique sandwiches that will leave you craving another, like the Breakfast Baconator, which features a fresh-cracked egg, signature sausage patty and six strips of Applewood smoked bacon.”

Like only they can do, Wendy’s put category competitors on notice via Twitter today and it effectively began a “Breakfast Battle,” sure to make mornings more delicious, and dare we say, interesting. In fact, as part of the announcement, the Twitter account (@wendys) will also become a “morning person,” releasing limited content during peak morning hours (featuring surprise guests and exclusive sneak peeks). New content begins to drop tomorrow, February 5.

To gear up for the national launch on March 2, or to find a restaurant near you that is currently serving breakfast, visit order.wendys.com/location. For employment opportunities across the country, visit wendys-careers.com or a local Wendy’s.

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 every child in the North American foster care system a loving, forever home. Today, Wendy’s and its franchisees employ hundreds of thousands of people across more than 6,700 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 Twitter and Instagram using @wendys, and on Facebook at www.facebook.com/wendys.

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

Contacts:

Investor Contact:

Greg Lemenchick, 614-766-3977; Greg.Lemenchick@wendys.com

Media Contact:

Frank Vamos, 614-764-8477; mediarelations@wendys.com

###

XML

Document and Entity Information	Feb. 04, 2020
Cover [Abstract]
Entity Registrant Name	Wendy's Co
Amendment Flag	false
Entity Central Index Key	0000030697
Document Type	8-K
Document Period End Date	Feb. 04, 2020
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