UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 28, 2023 (
(Exact name of registrant, as specified in its charter)
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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):
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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 March 23, 2023, the Board of Directors (the “Board”) of The Wendy’s Company (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, increased the size of the Board from 11 to 12 members and elected Michelle Caruso-Cabrera to serve as an independent director of the Company, effective immediately. Ms. Caruso-Cabrera will serve as a member of the Board until the Company’s 2023 annual meeting of stockholders and until her successor is elected and qualified, or until her earlier death, resignation, retirement, disqualification or removal. The Board has not yet determined Ms. Caruso-Cabrera’s committee assignments.
In her capacity as a non-management director of the Company, Ms. Caruso-Cabrera will receive the same compensation as the other non-management directors of the Company, prorated for the period from her election to the Board to the date of the Company’s 2023 annual meeting of stockholders. The Company’s compensation program for non-management directors was described under the “Compensation of Directors” caption in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2022.
There are no arrangements or understandings between Ms. Caruso-Cabrera and any other persons pursuant to which Ms. Caruso-Cabrera was selected as a director.
There are no transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K in which the Company or any of its subsidiaries was or is to be a participant and in which Ms. Caruso-Cabrera (or any immediate family member of Ms. Caruso-Cabrera) had or will have a direct or indirect material interest.
A copy of the press release announcing Ms. Caruso-Cabrera’s election to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release issued by The Wendy’s Company on March 28, 2023. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
2
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: March 28, 2023 | By: | /s/ Michael G. Berner | ||||
| Michael G. Berner | ||||||
| Vice President – Corporate & Securities Counsel and Chief Compliance Officer, and Assistant Secretary | ||||||
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Exhibit 99.1
The Wendy’s Company Announces Addition of Michelle Caruso-Cabrera to Board of Directors
DUBLIN, Ohio, March 28, 2023/PR Newswire/ — The Wendy’s Company (Nasdaq: WEN) today announced that on March 23, 2023 its Board of Directors increased the size of the Board from 11 to 12 members and elected Michelle Caruso-Cabrera to serve as a director of the Company, effective immediately.
Caruso-Cabrera is currently the Chief Executive Officer of MCC Productions LLC, the media content and production company she founded in 2018. An Emmy award-winning producer, Caruso-Cabrera has more than 20 years’ experience as a business and financial journalist, including as a current contributor to CNBC. She was CNBC’s first Latina anchor and served as the network’s Chief International Correspondent for more than 10 years. Caruso-Cabrera has been awarded Broadcaster of the Year from the National Association of Hispanic Journalists and was named one of the “100 Most Influential Hispanics” in the country by Hispanic Business magazine.
Speaking on behalf of the Board, Chairman Nelson Peltz said Caruso-Cabrera provides the Wendy’s Board with valuable expertise in communications and business analysis, as well as international experience. “We are thrilled that Michelle has joined the Wendy’s Board,” Peltz said. “As Wendy’s continues to expand and grow globally, Michelle’s perspectives will provide us with valuable insights, and we look forward to benefiting from her contributions.”
Caruso-Cabrera said, “It is a privilege to serve on the Board of Directors of Wendy’s, particularly as it is poised to grow and expand its global footprint. I strongly believe in the Company’s vision to become the world’s most thriving and beloved restaurant brand, and I look forward to contributing to the next chapter of growth of this iconic company.”
In addition to her Board seat at Wendy’s, Caruso-Cabrera also serves as the President of the Ballet Hispánico Board of Directors and on the international advisory board of the IE Business School in Madrid, one of Europe’s leading business schools.
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 approximately 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 Twitter and Instagram using @wendys, and on Facebook at www.facebook.com/wendys.
| * | Fresh beef available in the contiguous U.S., Alaska, and Canada. |
Media Contact:
Heidi Schauer
Vice President – Communications, Public Affairs & Customer Care
(614) 764-3368; heidi.schauer@wendys.com
Investor Contact:
Kelsey Freed
Director - Investor Relations
(614) 764-3345; kelsey.freed@wendys.com
Document and Entity Information |
Mar. 23, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | Wendy's Co |
| Amendment Flag | false |
| Entity Central Index Key | 0000030697 |
| Document Type | 8-K |
| Document Period End Date | Mar. 23, 2023 |
| 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 |