Wendy's 8-K: Financials & Officer Comp Updates

TL;DR

**Wendy's just dropped an 8-K on financials and exec pay, keep an eye on performance.**

AI Summary

The Wendy's Company filed an 8-K on January 18, 2024, primarily to report on its results of operations and financial condition, as well as changes in compensatory arrangements for certain officers. This filing indicates that Wendy's is providing updated financial information and potentially adjusting executive compensation, which could impact the company's profitability and management incentives. For investors, this matters because it offers a glimpse into the company's recent performance and how it's managing its executive team, both of which can influence future stock performance.

Why It Matters

This filing provides a snapshot of Wendy's recent financial health and any changes to how its top executives are paid, which can influence company strategy and investor confidence.

Risk Assessment

Risk Level: low — This 8-K is a routine disclosure of operational results and officer compensation, not indicating any immediate high-risk events.

Analyst Insight

Investors should look for the detailed financial results and specific compensation changes that will be disclosed in subsequent filings or announcements, as this 8-K only indicates the topics covered.

Key Players & Entities

• The Wendy's Company (company) — registrant of the 8-K filing
• January 18, 2024 (date) — date of earliest event reported and filing date
• Dublin, Ohio (location) — principal executive offices of Wendy's
• Delaware (location) — state of incorporation for Wendy's

FAQ

Key Financial Figures

• $0.10 — ange on which registered Common Stock, $0.10 par value WEN The Nasdaq Stock Mark
• $1 million — er") that provides for a base salary of $1 million per year, subject to annual review by t
• $6 million — ntive award will have a target value of $6 million and will comprise performance share uni
• $9 million — a grant date fair value (at target) of $9 million (subject to approval by the Performance

Filing Documents

• d701059d8k.htm (8-K) — 36KB
• d701059dex101.htm (EX-10.1) — 33KB
• d701059dex991.htm (EX-99.1) — 17KB
• g701059dsp005.jpg (GRAPHIC) — 4KB
• 0001193125-24-010240.txt ( ) — 227KB
• wen-20240118.xsd (EX-101.SCH) — 3KB
• wen-20240118_lab.xml (EX-101.LAB) — 17KB
• wen-20240118_pre.xml (EX-101.PRE) — 11KB
• d701059d8k_htm.xml (XML) — 3KB

02

Item 2.02 Results of Operations and Financial Condition. On January 18, 2024, The Wendy's Company (the "Company") issued a press release announcing the appointment of a new President and Chief Executive Officer and director, as described in Item 5.02 below. In this press release, the Company reaffirmed its full year 2023 outlook previously provided in the Company's third quarter earnings release issued on November 2, 2023. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained within this Item 2.02, including the information in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New President and Chief Executive Officer of the Company On January 18, 2024, the Board of Directors of the Company (the "Board") appointed Kirk Tanner as President and Chief Executive Officer of the Company, effective February 5, 2024 (the "Effective Date"). The Board also elected Mr. Tanner to serve as a director of the Company, as of the Effective Date. Mr. Tanner will serve as a member of the Board until the Company's 2024 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal. Mr. Tanner will serve on the Capital and Investment and Executive Committees of the Board. In connection with this appointment, Todd A. Penegor will cease to be the President and Chief Executive Officer of the Company, and will resign from the Board and all Board committees on which he served, as of the Effective Date. In addition, the Board has terminated Mr. Penegor's employment with the Company, without cause, as of a date to be agreed that is on or after the Effective Date and no later than February 29, 2024. In connection with his termination, Mr. Penegor will be entitled to receive payment of accrued obligations, as well as compensation and benefits consistent with a termination without "cause" as previously described in the "Employment Arrangements and Potential Payments Upon Termination or Change in Control" section of the Company's definitive proxy statement on Schedule 14A for its 2023 annual meeting of stockholders filed with the Securities and Exchange Commission on March 30, 2023. Mr. Tanner, age 55, served as Chief Executive Officer, PepsiCo Beverages North America of PepsiCo, Inc. from January 2019 until January 2024. Prior to 2019, Mr. Tanner held several leadership roles at PepsiCo, includin

01

Item 7.01 Regulation FD Disclosure. The information in Item 2.02 above is incorporated by reference into this Item 7.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Wendy's International, LLC Executive Severance Pay Policy, as amended February 16, 2023. 99.1 Press release issued by The Wendy's Company on January 18, 2024. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

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: January 18, 2024 By: /s/ Michael G. Berner Michael G. Berner Vice President – Corporate & Securities Counsel and Chief Compliance Officer, and Assistant Secretary

View Full Filing

View this 8-K filing on SEC EDGAR