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 20, 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 8.01 Other Events.

On February 20, 2020, The Wendy’s Company (the “Company”) completed its previously announced accelerated share repurchase program (the “ASR”) with Morgan Stanley & Co. LLC.

Under the ASR, the Company repurchased a total of 4,679,151 shares of its common stock (or approximately 2.0% of its outstanding common stock on November 7, 2019, the date the agreement governing the ASR was entered into) for an aggregate purchase price of $100.0 million. With the completion of the ASR, the Company has completed its $225 million share repurchase authorization that was set to expire on March 1, 2020.

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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 20, 2020	By:	/s/ Michael G. Berner
		Michael G. Berner
		Associate General Counsel – Corporate and Securities, and Assistant Secretary

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XML

Document and Entity Information	Feb. 20, 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. 20, 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