UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 62)*
THE WENDY’S COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
95058W100
(CUSIP Number)
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PETER W. MAY
280 PARK AVENUE
NEW YORK, NEW YORK 10017
TEL. NO.: (212) 451-3000 |
BRIAN L. SCHORR, ESQ.
CHIEF LEGAL OFFICER
TRIAN FUND MANAGEMENT, L.P.
280 PARK AVENUE, 41st FLOOR
NEW YORK, NEW YORK 10017
TEL. NO.:(212) 451-3000 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No 95058W100 |
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Page 2 |
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(1) |
NAME OF REPORTING PERSON
Nelson Peltz |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS Not applicable |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 30,882,254 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 9,959,519 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 30,882,254 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.19%* |
(14) |
TYPE OF REPORTING PERSON IN |
_______
* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended on June 30, 2024 (the “Form 10-Q”).
SCHEDULE 13D
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CUSIP No 95058W100 |
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Page 3 |
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(1) |
NAME OF REPORTING PERSON Peter W. May |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS Not applicable |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 30,675,565 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 5,507,029 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 30,675,565 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.09%* |
(14) |
TYPE OF REPORTING PERSON IN |
_______
* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
SCHEDULE 13D
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CUSIP No 95058W100 |
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Page 4 |
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(1) |
NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182 |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS OO |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 14,943,466 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 14,943,466 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 14,943,466 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.35%* |
(14) |
TYPE OF REPORTING PERSON PN |
_______
* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
SCHEDULE 13D
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CUSIP No 95058W100 |
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Page 5 |
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(1) |
NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087 |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS OO |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 14,943,466 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 14,943,466 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 14,943,466 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.35%* |
(14) |
TYPE OF REPORTING PERSON OO |
_______
* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
SCHEDULE 13D
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CUSIP No 95058W100 |
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Page 6 |
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(1) |
NAME OF REPORTING PERSON Trian Partners GP, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453775 |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS OO |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 12,798 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 12,798 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 12,798 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01%* |
(14) |
TYPE OF REPORTING PERSON PN |
_______
* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
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CUSIP No 95058W100 |
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Page 7 |
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(1) |
NAME OF REPORTING PERSON Trian Partners General Partner, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453595 |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS OO |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 12,798 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 12,798 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 12,798 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01%* |
(14) |
TYPE OF REPORTING PERSON OO |
_______
* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
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CUSIP No 95058W100 |
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Page 8 |
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(1) |
NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988 |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS OO |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 5,014,628 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 5,014,628 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 5,014,628 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.47%* |
(14) |
TYPE OF REPORTING PERSON PN |
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* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
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CUSIP No 95058W100 |
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Page 9 |
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(1) |
NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601 |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS OO |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 6,297,077 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 6,297,077 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 6,297,077 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.10%* |
(14) |
TYPE OF REPORTING PERSON PN |
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* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
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CUSIP No 95058W100 |
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Page 10 |
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(1) |
NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154 |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS OO |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 1,172,869 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 1,172,869 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,172,869 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.58%* |
(14) |
TYPE OF REPORTING PERSON PN |
_______
* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
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CUSIP No 95058W100 |
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Page 11 |
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(1) |
NAME OF REPORTING PERSON Matthew Peltz |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS Not Applicable |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 110,765 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 327,827 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 327,827 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 438,592 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.22%* |
(14) |
TYPE OF REPORTING PERSON IN |
_______
* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
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CUSIP No 95058W100 |
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Page 12 |
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(1) |
NAME OF REPORTING PERSON Trian Partners Strategic Fund G-II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 46-5509975 |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS OO |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 825,291 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 825,291 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 825,291 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.41%* |
(14) |
TYPE OF REPORTING PERSON PN |
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* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
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CUSIP No 95058W100 |
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Page 13 |
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(1) |
NAME OF REPORTING PERSON Trian Partners Strategic Fund-K, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 47-5116069 |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
(3) |
SEC USE ONLY |
(4) |
SOURCE OF FUNDS OO |
(5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
(6) |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
Number of |
(7) |
SOLE VOTING POWER (See Item 5) 0 |
shares beneficially owned by |
(8) |
SHARED VOTING POWER (See Item 5) 1,620,803 |
each reporting person |
(9) |
SOLE DISPOSITIVE POWER (See Item 5) 0 |
with: |
(10) |
SHARED DISPOSITIVE POWER (See Item 5) 1,620,803 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,620,803 |
(12) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.80%* |
(14) |
TYPE OF REPORTING PERSON PN |
_______
* This percentage is calculated based upon 203,242,708 shares of Common Stock outstanding as of July 25, 2024, as reported in the Form 10-Q.
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CUSIP No 95058W100 |
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Page 14 |
AMENDMENT NO. 62 TO SCHEDULE 13D
This Amendment No. 62 (“Amendment No. 62”) amends and supplements the Schedule 13D dated October 13, 1992 (the “Original Statement”), as amended and restated by Amendment No. 6 dated May 3, 1993, as amended by Amendment No. 7 dated February 14, 1996, as amended by Amendment No. 8 dated October 13, 1998, as amended by Amendment No. 9 dated March 12, 1999, as amended by Amendment No. 10 dated May 4, 1999, as amended by Amendment No. 11 dated November 12, 2002, as amended by Amendment No. 12 dated April 25, 2003, as amended by Amendment No. 13 dated July 1, 2003, as amended by Amendment No. 14 dated September 24, 2003, as amended by Amendment No. 15 dated December 4, 2003, as amended by Amendment No. 16 dated January 15, 2004, as amended by Amendment No. 17 dated April 20, 2004, as amended by Amendment No. 18 dated June 29, 2004, as amended by Amendment No. 19 dated July 23, 2004, as amended by Amendment No. 20 dated May 23, 2005, as amended by Amendment No. 21 dated January 6, 2006, as amended by Amendment No. 22 dated February 23, 2006, as amended by Amendment No. 23 dated December 26, 2006, as amended by Amendment No. 24 dated April 23, 2008, as amended by Amendment No. 25 dated September 16, 2008, as amended by Amendment No. 26 dated September 23, 2008, as amended by Amendment No. 27 dated September 25, 2008, as amended by Amendment No. 28 dated October 1, 2008, as amended by Amendment No. 29 dated October 8, 2008, as amended by Amendment No. 30 dated November 6, 2008, as amended by Amendment No. 31 dated November 25, 2008, as amended by Amendment No. 32 dated December 5, 2008, as amended by Amendment No. 33 dated December 8, 2008, as amended by Amendment No. 34 dated December 11, 2008, as amended by Amendment 35 dated April 1, 2009, as amended by Amendment 36 dated March 9, 2010, as amended by Amendment 37 dated June 10, 2010, as amended by Amendment 38 dated February 2, 2011, as amended by Amendment 39 dated December 1, 2011 as amended by Amendment No. 40 dated February 6, 2012, as amended by Amendment No. 41 dated January 14, 2014, as amended by Amendment No. 42 dated January 15, 2014, as amended by Amendment No. 43 dated September 18, 2014, as amended by Amendment No. 44 dated June 3, 2015, as amended by Amendment No. 45 dated June 18, 2015, as amended by Amendment No. 46 dated June 25, 2015, as amended by Amendment No. 47 dated July 8, 2015, as amended by Amendment No. 48 dated July 20, 2015, as amended by Amendment No. 49 dated December 15, 2015, as amended by Amendment No. 50 dated December 6, 2016, as amended by Amendment No. 51 dated June 6, 2017, as amended by Amendment No. 52 dated February 27, 2018, as amended by Amendment No. 53 dated May 16, 2018, as amended by Amendment No. 54 dated March 7, 2019, as amended by Amendment No. 55 dated August 16, 2019, as amended by Amendment No. 56 dated May 24, 2022, as amended by Amendment No. 57 dated January 13, 2023, as amended by Amendment No. 58 dated March 3, 2023, as amended by Amendment No. 59 dated June 2, 2023 , as amended by Amendment No. 60 dated August 23, 2023 and as amended by Amendment No. 61 dated August 9, 2024 (the Original Statement, as so amended shall be known as the “Statement”), with respect to the (i) the Common Stock, par value $.10 per share (the “Common Stock”), of The Wendy’s Company (the “Company,” formerly known as Wendy’s/Arby’s Group, Inc. and, before that, Triarc Companies, Inc., a Delaware corporation (“Triarc”) and successor by merger to Triarc Companies, Inc., an Ohio corporation formerly named DWG Corporation) for periods commencing on or after May 28, 2009, (ii) the Common Stock, par value $.10 per share, of Triarc (through September 29, 2008, the date of the closing of the acquisition of Wendy’s described in Item 4) and of the Company for the period commencing on September 30, 2008 and ending on May 27, 2009 (the “Class A Common Stock”), and (iii) for periods prior to September 30, 2008, the Class B Common Stock, Series 1, par value $.10 per share, of Triarc (the “Class B Common Stock”). Unless otherwise indicated, all capitalized terms used herein shall have the same meaning as set forth in the Statement.
Except as set forth below, there are no changes to the information set forth in the Statement.
Items 4 and 7 of the Statement are hereby amended as follows:
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
On September 6, 2024, Mr. Peltz informed the Company of his resignation from the Board, effective immediately, to devote more time to other board commitments and Trian Management’s future activities. Following his resignation, the Board appointed Mr. Peltz as Chairman Emeritus, in recognition of his long-time leadership, counsel, guidance, and contributions to the Board and the Company. Mr. Peltz expressed his strong support for the Company’s CEO, Kirk Tanner, and his belief that the Company was well positioned for future success under Mr. Tanner’s leadership and the Board’s stewardship with two of Trian Management’s partners, Peter May and Matthew Peltz, on the Board and serving as the Senior Vice Chairman and Vice Chairman, respectively. Mr. Peltz further noted he was proud to have played a role in recruiting Mr. Tanner as CEO. Mr. Peltz informed the Company that with Mr. Tanner as CEO, and with Arthur Winkleblack’s deep experience on the Board, along with the experience of Mr. May and Mr. Matthew Peltz, he is confident that the Company is in good hands for further growth and success. In addition, Mr. Peltz looks forward to discussions with the Company as Chairman Emeritus and as a significant shareholder.
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CUSIP No 95058W100 |
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Page 15 |
Item 7. Material to be Filed as Exhibits
45. Letter to Arthur B. Winkleblack, Lead Independent Director of the Company, and Kirk Tanner, President and Chief Executive Officer of the Company, dated September 6, 2024.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Dated: September 6, 2024
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TRIAN PARTNERS GP, L.P. |
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By: /s/ PETER W. MAY |
Name: Peter W. May |
Title: Member |
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TRIAN PARTNERS GENERAL PARTNER, LLC |
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By: /s/ PETER W. MAY |
Name: Peter W. May |
Title: Member |
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TRIAN PARTNERS, L.P |
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By: Trian Partners GP, L.P., its general partner |
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By: Trian Partners General Partner, LLC, its general partner |
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By: /s/ PETER W. MAY |
Name: Peter W. May |
Title: Member |
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TRIAN PARTNERS MASTER FUND, L.P. |
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By: Trian Partners GP, L.P., its general partner |
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By: Trian Partners General Partner, LLC, its general partner |
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By: /s/ PETER W. MAY |
Name: Peter W. May |
Title: Member |
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TRIAN PARTNERS PARALLEL FUND I, L.P. |
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By: Trian Partners Parallel Fund I General Partner, LLC, its general partner |
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By: /s/ PETER W. MAY |
Name: Peter W. May |
Title: Member |
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TRIAN FUND MANAGEMENT, L.P. |
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By: Trian Fund Management GP, LLC, its general partner |
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By: /s/ PETER W. MAY |
Name: Peter W. May |
Title: Member |
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TRIAN FUND MANAGEMENT GP, LLC |
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By: /s/ PETER W. MAY |
Name: Peter W. May |
Title: Member |
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TRIAN PARTNERS STRATEGIC FUND-G II, L.P. |
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By: Trian Partners Strategic Fund-G II GP, L.P., its general partner |
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By: Trian Partners Strategic Fund-G II General Partner, LLC, its general partner |
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By: /s/ PETER W. MAY |
Name: Peter W. May |
Title: Member |
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TRIAN PARTNERS STRATEGIC FUND-K, L.P. |
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By: Trian Partners Strategic Fund-K GP, L.P., its general partner |
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By: Trian Partners Strategic Fund-K General Partner, LLC, its general partner |
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By: /s/ PETER W. MAY |
Name: Peter W. May |
Title: Member |
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/s/ NELSON PELTZ |
Nelson Peltz |
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/s/ PETER W. MAY |
Peter W. May |
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/s/ MATTHEW H. PELTZ |
Matthew H. Peltz |
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EXHIBIT INDEX
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EXHIBIT |
DESCRIPTION |
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PAGE NO. |
1 |
Stock Purchase Agreement dated as of October 1, 1992 by and between the Purchaser, Posner, Posner Trust and Security Management. |
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Filed with Original Statement |
2 |
Exchange Agreement dated as of October 12, 1992 between the Company and Security Management. |
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Filed with Original Statement |
3 |
Agreement dated as of October 1, 1992 between the Company and the Purchaser. |
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Filed with Original Statement |
4 |
Agreement of Limited Partnership of the Purchaser dated as of September 25, 1992. |
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Filed with Original Statement |
5 |
Joint Filing Agreement of the Purchaser, Peltz and May. |
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Filed with Amendment No. 14 |
6 |
Memorandum of Understanding, dated January 21, 1993, by and between the Purchaser and William A. Ehrman, individually and derivatively on behalf of SEPSCO. |
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Filed with Amendment No. 2 |
7 |
Letter dated January 25, 1993 from Steven Posner to the Purchaser Filed with Amendment (including proposed terms and conditions of Consulting Agreement to be No. 2 entered into between the Company and Steven Posner). |
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Filed with Amendment No. 2 |
8 |
Undertaking and Agreement, dated February 9, 1993, executed by the Purchaser. |
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Filed with Amendment No. 3 |
9 |
Amendment No. 3 dated as of April 14, 1993 to Agreement of Limited Partnership of the Purchaser. |
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Filed with Amendment No. 4 |
10 |
Citibank Loan Documents (Exhibits and Schedule omitted). |
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Filed with Amendment No. 4 |
11 |
Republic Loan Documents (Exhibits and Schedules omitted). |
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Filed with Amendment No. 4 |
12 |
Pledge and Security Agreement, dated as of April 5, 1993, between the Purchaser and Citibank. |
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Filed with Amendment No. 5 |
13 |
Custodial Loan Documents. |
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Filed with Amendment No. 5 |
14 |
Agreement, dated May 2, 1994 among Nelson Peltz, Peter W. May and Leon Kalvaria. |
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Filed with Amendment No. 6 |
15 |
Amended and Restated Pledge and Security Agreement, dated as of July 25, 1994 between the Purchaser and Citibank. |
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Filed with Amendment No. 6 |
16 |
Amendment No. 1 dated as of November 15, 1992 to Agreement of Limited Partnership of the Purchaser. |
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Filed with Amendment No. 7 |
17 |
Amendment No. 2 dated as of March 1, 1993 to Agreement of Limited Partnership of the Purchaser. |
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Filed with Amendment No. 7 |
18 |
Amendment No. 4 dated a January 1, 1995 to Agreement of Limited Partnership of the Purchaser. |
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Filed with Amendment No. 7 |
19 |
Amendment No. 5 dated as of January 1, 1996 to Agreement of Limited Partnership of the Purchaser. |
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Filed with Amendment No. 7 |
20 |
BOA Loan documents, as amended (Exhibits and Schedules omitted). |
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Filed with Amendment No. 22 |
21 |
Letter, dated October 12, 1998, from Messrs. Nelson Peltz and Peter W. May to the Company. |
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Filed with Amendment No. 8 |
22 |
Press release, issued by the Company, dated October 12, 1998. |
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Filed with Amendment No. 8 |
23 |
Letter, dated October 12, 1998, from the Company to Messrs. Nelson Peltz and Peter W. May. |
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Filed with Amendment No. 8 |
24 |
Press release issued by the Company, dated March 10, 1999. |
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Filed with Amendment No. 9 |
25 |
Amended and Restated Agreement of Limited Partnership of the Purchaser, amended and restated as of November 11, 2002. |
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Filed with Amendment No. 11 |
26 |
Pledge Agreement dated April 2, 2001, made by Peltz Family Limited Partnership, in favor of Bank of America, N.A. |
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Filed with Amendment No. 13 |
27 |
Pledge and Security Agreement dated April 2, 2003, made by Peter W. May, in favor of Bank of America, N.A. (Schedule II omitted). |
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Filed with Amendment No. 13 |
28 |
Voting Agreement, dated June 26, 2004, by and among Messrs. Nelson Peltz, Peter W. May and Gregory H. Sachs. |
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Filed with Amendment No. 18 |
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29 |
Voting Agreement dated July 23, 2004, between Messrs. Nelson Peltz and Peter W. May. |
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Filed with Amendment No. 19 |
30 |
Pledge and Security Agreement dated July 23, 2004, made by Nelson Peltz, in favor of Bank of America, N.A., as amended (Schedule I omitted). |
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Filed with Amendment No. 22 |
31 |
Amendment No. 1 to Pledge and Security Agreement dated July 23, 2004, made by Peter W. May, in favor of Bank of America, N.A. |
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Filed with Amendment No. 19 |
32 |
Agreement and Plan of Merger, dated April 23, 2008, by and among Triarc, Wendy’s and Green Merger Sub. |
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Incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2008. |
33 |
Voting Agreement, dated as of April 23, 2008, by and among the Company, Nelson Peltz and Peter W. May. |
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Incorporated by reference to Exhibit 99.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2008. |
34 |
Joint Filing Agreement of the Filing Persons. |
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Filed with Amendment No. 25. |
35 |
Amended and Restated Voting Agreement, dated as of August 14, 2008, by and among the Company, Nelson Peltz and Peter W. May. |
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Incorporated by reference to Annex J to the Company's Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on August 20, 2008. |
36 |
Joint Filing Agreement of the Filing Persons. |
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Filed with Amendment 28. |
37 |
Amendment No. 1 to Agreement, dated as of April 1, 2009, by and among the Company, Trian Onshore, Trian Master Fund, Parallel Fund I, Parallel Fund II, Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden. |
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Filed with Amendment 35. |
38 |
Agreement dated November 5, 2008 by and between Wendy’s/Arby’s Group, Inc. and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Parallel Fund II, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden. |
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Filed as Exhibit (d)(6) to the Combined Schedule TO and Amendment 30 to Schedule 13D. |
39 |
Agreement dated December 1, 2011 by and between The Wendy’s Company and Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners GP, L.P., Trian Partners Strategic Investment Fund, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Fund Management, L.P., Nelson Peltz, Peter W. May and Edward P. Garden. |
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Filed with Amendment 39. |
40 |
Joint Filing Agreement of the Filing Persons. |
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Filed with Amendment 40. |
41 |
Partial Release and Fourteenth Omnibus Amendment, dated as of August 18, 2014, to the Amended Documents referred to therein by and among Peter W. May, Leni May and Bank of America, N.A. |
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Filed with Amendment 43. |
42 |
Partial Release and Eighth Omnibus Amendment, dated as of September 17, 2014, to the Amended Documents referred to therein by and among Nelson Peltz, Claudia Peltz and Bank of America, N.A. |
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Filed with Amendment 43. |
43 |
Stock Purchase Agreement dated June 2, 2015 between the Company and the persons listed on Schedule I thereto. |
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Filed with Amendment 44. |
44 |
Joint Filing Agreement of the Filing Persons. |
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Filed with Amendment 50. |
45 |
Letter to Arthur B. Winkleblack, Lead Independent Director of the Company, and Kirk Tanner, President and Chief Executive Officer of the Company, dated September 6, 2024. |
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Filed herewith. |
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Exhibit 45
September 6, 2024
VIA EMAIL
Mr. Arthur B. Winkleblack, Lead Independent Director
Mr. Kirk Tanner, President and Chief Executive Officer
The Wendy’s Company
One Dave Thomas Blvd.
Dublin, Ohio 43017
Dear Art and Kirk,
It is with much emotion that I am writing this letter to you, after serving as Chairman of Wendy’s since 2008 and as CEO and Chairman of the Company’s predecessor, Triarc Companies, prior to that time.
As you know, I believe that Wendy’s is well positioned for future success under your leadership and the stewardship of our Board.
However, in order to devote more time to other board commitments and Trian’s future activities, I have reluctantly decided to resign from Wendy’s Board, effective today.
I wish to express my strong support for Kirk, whom I am proud to have played a role in recruiting to Wendy’s. Kirk has transitioned seamlessly into the CEO role, and with Art’s deep experience on the Board along with that of my partners Peter May and Matt Peltz, Senior Vice Chairman and Vice Chairman, respectively, I am confident that Wendy’s is in good hands for further growth and success.
Kirk, I have enjoyed working with you and getting to know you. Art, it has been my great pleasure to lead the Wendy’s Board for more than 15 years and to work closely with you during your time on the Board. I have also enjoyed the many close friendships I have developed with Board members over the years and the many interactions I have had with the Wendy’s management team.
I look forward to continuing our discussions as a large shareholder.
Kindest regards.
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Very truly yours, /s/NELSON PELTZ Cc: Mr. E.J. Wunsch, Secretary |
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