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 second 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 third quarter of 2020:
Issuer Repurchases of Equity Securities
8 unchanged sentences
the Plans (2)
−Removed: March 30, 2020
−Removed: May 3, 2020 511 $13.67 — $85,462,519
−Removed: May 31, 2020 13,458 $19.41 — $85,462,519
June 29, 2020
+Added: August 2, 2020 8,087 $21.66 — $85,462,519
+Added: August 3, 2020
+Added: August 30, 2020 90,703 $21.82 21,202 $85,012,494
+Added: August 31, 2020
+Added: September 27, 2020 60,811 $21.00 59,900 $83,755,990
Total 159,601 $21.50 81,102 $83,755,990
−Removed: (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: (1) Includes 78,499 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.
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.
(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.
−Removed: 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.
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.
−Removed: The Company now intends to resume share repurchases in 2020, subject to market conditions and prevailing economic factors.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 001-02207).**
−Removed: 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.
−Removed: 001-02207).**
−Removed: 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.
−Removed: 001-02207).**
−Removed: 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.
−Removed: 001-02207).**
−Removed: 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.
−Removed: 5 of The Wendy’s Company Current Report on Form 8-K filed on May 28, 2020 (SEC file no.
−Removed: 001-02207).**
−Removed: 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.
−Removed: 10.7 Amendment No.
−Removed: 3 to the Wendy’s/Arby’s Group, Inc.
−Removed: 2009 Directors’ Deferred Compensation Plan.* **
+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: The Company resumed share repurchases in August 2020.
+Added: Subsequent to September 27, 2020 through October 28, 2020, the Company repurchased 0.1 million shares under the February 2020 authorization with an aggregate purchase price of $2.0 million, excluding commissions.
+Added: 10.1 Non-Compete and Confidentiality Agreement between The Wendy’s Company and Abigail Pringle dated as of October 27, 2020.* **
+Added: 10.2 Non-Compete and Confidentiality Agreement between The Wendy’s Company and M.
+Added: Coley O’Brien dated as of October 27, 2020.* **
+Added: 10.3 Non-Compete and Confidentiality Agreement between The Wendy’s Company and Leigh Burnside dated as of October 27, 2020.* **
31.1 Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
3 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
−Removed: 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:
+Added: 101 The following financial information from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 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: 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.
+Added: 104 The cover page from The Wendy’s Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2020, formatted in Inline XBRL and contained in Exhibit 101.
____________________
3 unchanged sentences
THE WENDY’S COMPANY
−Removed: August 5, 2020
+Added: November 4, 2020
/s/ Gunther Plosch
2 unchanged sentences
(On behalf of the registrant)
−Removed: August 5, 2020 By:
+Added: November 4, 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.