Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: The following table provides information with respect to repurchases of shares of our common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the first quarter of 2020 :
+Added: The following table provides information with respect to repurchases of shares of our common stock by us and our “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the second quarter of 2020:
Issuer Repurchases of Equity Securities
−Removed: Total Number of Shares Purchased (1)
−Removed: Total Number of
+Added: Period Total Number of Shares Purchased (1) Average
+Added: per Share Total Number of
Shares Purchased
Publicly Announced
−Removed: Approximate Dollar
+Added: Plans Approximate Dollar
Value of Shares
2 unchanged sentences
the Plans (2)
−Removed: December 30, 2019
−Removed: February 2, 2020
−Removed: February 3, 2020
March 30, 2020
−Removed: March 2, 2020
−Removed: March 29, 2020
−Removed: Includes 163,675 shares reacquired by the Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective awards.
−Removed: The shares were valued at the average of the high and low trading prices of our common stock on the vesting or exercise date of such awards.
−Removed: In February 2019, our Board of Directors authorized a repurchase program for up to $225.0 million of our common stock through March 1, 2020, when and if market conditions warranted and to the extent legally permissible.
−Removed: In February 2020, the Company completed the 2019 ASR Agreement and received 0.6 million shares of common stock.
−Removed: With the completion of the 2019 ASR Agreement, the Company completed its $225.0 million February 2019 authorization.
−Removed: In February 2020, our Board of Directors authorized the repurchase of up to $100.0 million of our common stock through February 28, 2021, when and if market conditions warrant and to the extent legally permissible.
−Removed: As previously announced, in March 2020, the Company suspended all share repurchase activity in connection with the Company’s response to the COVID-19 pandemic.
−Removed: Form of Long-Term Performance Unit Award Agreement for 2020 under The Wendy’s Company 2010 Omnibus Award Plan.* **
+Added: May 3, 2020 511 $13.67 — $85,462,519
+Added: May 31, 2020 13,458 $19.41 — $85,462,519
+Added: June 28, 2020 2,896 $20.98 — $85,462,519
+Added: Total 16,865 $19.51 — $85,462,519
+Added: (1) Represents shares reacquired by the Company from holders of share-based awards to satisfy certain requirements associated with the vesting or exercise of the respective awards.
+Added: The shares were valued at the fair market value of the Company’s common stock on the vesting or exercise date of such awards, as set forth in the applicable plan document.
+Added: (2) In February 2020, our Board of Directors authorized the repurchase of up to $100.0 million of our common stock through February 28, 2021, when and if market conditions warranted and to the extent legally permissible.
+Added: In July 2020, the Company’s Board of Directors approved an extension of the February 2020 authorization by one year, through February 28, 2022, when and if market and economic conditions warrant and to the extent legally permissible.
+Added: As previously announced, in March 2020, the Company temporarily suspended all share repurchase activity in connection with the Company’s response to the COVID-19 pandemic.
+Added: The Company now intends to resume share repurchases in 2020, subject to market conditions and prevailing economic factors.
+Added: 4.1 Series 2020-1 Supplement to Base Indenture, dated as of June 17, 2020, by and between Wendy’s Funding, LLC, as Master Issuer of the Series 2020-1 variable funding senior notes, Class A-1, and Citibank, N.A., as Trustee and Series 2020-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.1 of The Wendy’s Company Current Report on Form 8-K filed on June 18, 2020 (SEC file no.
+Added: 4.2 Fifth Supplement to the Base Indenture, dated as of June 17, 2020, by and between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 4.2 of The Wendy’s Company Current Report on Form 8-K filed on June 18, 2020 (SEC file no.
+Added: 10.1 The Wendy’s Company 2020 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on May 28, 2020 (SEC file no.
+Added: 001-02207).**
+Added: 10.2 Form of Nonqualified Stock Option Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Current Report on Form 8-K filed on May 28, 2020 (SEC file no.
+Added: 001-02207).**
+Added: 10.3 Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan (Cliff Vesting), incorporated herein by reference to Exhibit 10.3 of The Wendy’s Company Current Report on Form 8-K filed on May 28, 2020 (SEC file no.
+Added: 001-02207).**
+Added: 10.4 Form of Restricted Stock Unit Award Agreement under The Wendy’s 2020 Omnibus Award Plan (Ratable Vesting), incorporated herein by reference to Exhibit 10.4 of The Wendy’s Company Current Report on Form 8-K filed on May 28, 2020 (SEC file no.
+Added: 001-02207).**
+Added: 10.5 Form of Non-Employee Director Restricted Stock Award Agreement under The Wendy’s Company 2020 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.
+Added: 5 of The Wendy’s Company Current Report on Form 8-K filed on May 28, 2020 (SEC file no.
+Added: 001-02207).**
+Added: 10.6 Class A-1 Note Purchase Agreement, dated as of June 17, 2020, by and among Wendy’s Funding, LLC, as Master Issuer, each of Quality Is Our Recipe, LLC, Wendy’s Properties, LLC and Wendy’s SPV Guarantor, LLC, as Guarantors, Wendy’s International, LLC, as Manager, the conduit investors party thereto, the financial institutions party thereto, certain funding agents, and Coöperatieve Rabobank, U.A., New York Branch, as L/C Provider, Swingline Lender and Administrative Agent, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on June 18, 2020 (SEC file no.
+Added: 10.7 Amendment No.
+Added: 3 to the Wendy’s/Arby’s Group, Inc.
+Added: 2009 Directors’ Deferred Compensation Plan.* **
31.1 Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2 Certification of the Chief Financial Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
−Removed: Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
+Added: 32.1 Certifications of the Chief Executive Officer and Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
−Removed: The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2020 formatted in Inline eXtensible Business Reporting Language:
+Added: 101 The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2020 formatted in Inline eXtensible Business Reporting Language:
(i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
−Removed: The cover page from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2020, formatted in Inline XBRL and contained in Exhibit 101.
+Added: 104 The cover page from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2020, formatted in Inline XBRL and contained in Exhibit 101.
____________________
3 unchanged sentences
THE WENDY’S COMPANY
+Added: August 5, 2020
/s/ Gunther Plosch
2 unchanged sentences
(On behalf of the registrant)
+Added: August 5, 2020 By:
Senior Vice President, Finance and
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.