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 2022:
+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 2022:
Issuer Repurchases of Equity Securities
8 unchanged sentences
the Plans (2)
−Removed: January 3, 2022
−Removed: February 6, 2022 2,134 $22.59 — $18,750,022
−Removed: February 7, 2022
−Removed: March 6, 2022 (3) 779,820 $25.94 714,909 $100,000,000
−Removed: March 7, 2022
April 4, 2022
+Added: May 8, 2022 1,295,675 $20.19 1,295,675 $223,863,512
+Added: June 5, 2022 1,292,374 $17.48 1,284,060 $201,440,686
+Added: July 3, 2022 214,621 $18.62 178,775 $198,088,626
Total 2,802,670 $18.82 2,758,510 $198,088,626
1 unchanged sentence
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.
−Removed: (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 (the “February 2020 Authorization”).
−Removed: In July 2020, our Board of Directors approved an extension of the February 2020 Authorization by one year, through February 28, 2022.
−Removed: In May 2021, August 2021 and November 2021, our Board of Directors approved increases of $50.0 million, $70.0 million and $80.0 million, respectively, to the February 2020 Authorization, resulting in an aggregate authorization of $300.0 million that expired on February 28, 2022.
(2) In February 2022, our Board of Directors authorized the repurchase of up to $100.0 million of our common stock through February 28, 2023, when and if market conditions warrant and to the extent legally permissible (the “February 2022 Authorization”).
On April 1, 2022, our Board of Directors approved an increase of $150.0 million to the February 2022 Authorization, resulting in an aggregate authorization of $250.0 million that continues to expire on February 28, 2023.
−Removed: (3) In February 2022, the Company completed the 2021 ASR Agreement and received 0.7 million shares of common stock.
−Removed: With the completion of the 2021 ASR Agreement, the Company completed the February 2020 Authorization.
−Removed: Subsequent to April 3, 2022 through May 4, 2022, the Company repurchased 1.2 million shares under the February 2022 Authorization with an aggregate purchase price of $23.5 million, excluding commissions.
−Removed: 4.1 Amended and Restated Base Indenture, dated as of April 1, 2022, by and between Wendy’s Funding, LLC, as Master Issuer, and Citibank, N.A., as Trustee and Securities Intermediary, incorporated herein by reference to Exhibit 4.1 of The Wendy’s Company Current Report on Form 8-K filed on April 4, 2022 (SEC file no.
−Removed: 4.2 Series 2022-1 Supplement to Amended and Restated Base Indenture, dated as of April 1, 2022, by and between Wendy’s Funding, LLC, as Master Issuer of the Series 2022-1 fixed rate senior secured notes, Class A-2 and Citibank, N.A., as Trustee and Series 2022-1 Securities Intermediary, incorporated herein by reference to Exhibit 4.2 of The Wendy’s Company Current Report on Form 8-K filed on April 4, 2022 (SEC file no.
−Removed: 10.1 2022-1 Class A-2 Note Purchase Agreement, dated as of March 23, 2022, by and among The Wendy’s Company, the subsidiaries of The Wendy’s Company party thereto and Barclays Capital Inc.
−Removed: and Jefferies LLC, each acting on behalf of itself and as a representative of the initial purchasers, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on March 24 , 2022 (SEC file no.
−Removed: 10.2 Fifth Amendment to the Management Agreement, dated as of April 1, 2022, by and among Wendy’s Funding, LLC, as Master Issuer, certain subsidiaries of Wendy’s Funding, LLC party thereto, Wendy’s International, LLC, as Manager, and Citibank, N.A., as Trustee, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on April 4, 2022 (SEC file no.
−Removed: 10.3 Form of Long-Term Performance Unit Award Agreement for 2022 under the Wendy’s Company 2020 Omnibus Award Plan * **
+Added: Subsequent to July 3, 2022 through August 9, 2022, no shares were repurchased under the February 2022 Authorization.
31.1 Certification of the Chief Executive Officer of The Wendy’s Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
2 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 April 3, 2022 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 July 3, 2022 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 April 3, 2022, 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 July 3, 2022, formatted in Inline XBRL and contained in Exhibit 101.
_______________
3 unchanged sentences
THE WENDY’S COMPANY
+Added: August 10, 2022
/s/ Gunther Plosch
2 unchanged sentences
(On behalf of the registrant)
−Removed: May 11, 2022 By:
−Removed: Senior Vice President, Finance and
−Removed: Chief Accounting Officer
+Added: August 10, 2022 By:
+Added: Senior Vice President, Chief Accounting Officer and
+Added: Chief Financial Officer U.S.
(Principal Accounting Officer)
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.