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 third 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 first quarter of 2023:
Issuer Repurchases of Equity Securities
8 unchanged sentences
the Plans (2)
−Removed: August 7, 2022 15,868 $20.11 — $198,088,626
−Removed: August 8, 2022
−Removed: September 4, 2022 56,525 $21.14 — $198,088,626
−Removed: September 5, 2022
−Removed: October 2, 2022 — — — $198,088,626
+Added: January 2, 2023
+Added: February 5, 2023 412,675 $22.38 318,041 $492,952,784
+Added: February 6, 2023
+Added: March 5, 2023 499,065 $22.42 432,000 $483,244,922
+Added: March 6, 2023
+Added: April 2, 2023 1,044,961 $21.12 1,043,972 $461,214,676
Total 1,956,701 $21.72 1,794,013 $461,214,676
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 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”).
−Removed: 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: Subsequent to October 2, 2022 through November 2, 2022, no shares were repurchased under the February 2022 Authorization.
+Added: (2) In January 2023, our Board of Directors authorized a repurchase program for up to $500.0 million of our common stock through February 28, 2027, when and if market conditions warrant and to the extent legally permissible.
+Added: Subsequent to April 2, 2023 through May 3, 2023, the Company repurchased 1.1 million shares under the January 2023 Authorization with an aggregate purchase price of $23.6 million, excluding commissions.
+Added: 10.1 Form of Long-Term Performance Unit Award Agreement for 2023 under T he Wendy’s Company 2020 Omnibus Award 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.*
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 October 2, 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 April 2, 2023 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 October 2, 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 April 2, 2023, formatted in Inline XBRL and contained in Exhibit 101.
_______________
3 unchanged sentences
THE WENDY’S COMPANY
−Removed: November 9, 2022
/s/ Gunther Plosch
2 unchanged sentences
(On behalf of the registrant)
−Removed: November 9, 2022 By:
−Removed: Senior Vice President, Chief Accounting Officer and
−Removed: Chief Financial Officer U.S.
+Added: May 10, 2023 By:
+Added: /s/ Suzanne M.
+Added: Chief Accounting Officer
(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.