44 unchanged sentences
Rule 10b5-1 Trading Plans
−Removed: During the three months ended December 31, 2023, the following officers and directors (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company took the following actions regarding trading arrangements with respect to our securities:
−Removed: On December 6, 2023 , Gunther Plosch , the Company’s Chief Financial Officer , adopted a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “10b5-1 Plan”).
−Removed: Between March 6, 2024 and February 28, 2025, the 10b5-1 Plan allows for (i) the potential sale of approximately 49,000 shares of the Company’s common stock and (ii) the potential exercise of stock options and the associated sale of up to 606,118 shares of the Company’s common stock.
−Removed: The 10b5-1 Plan will expire on February 28, 2025 , or upon the earlier completion of all authorized transactions under the plan.
−Removed: Departure of Executive Officer
−Removed: On February 20, 2024, Kevin Vasconi, the Company’s Chief Information Officer, informed the Company of his intention to resign from the Company.
−Removed: Under the terms of his employment letter, because Mr.
−Removed: Vasconi provided notice of his intention to resign within 30 days of being required to report directly to an individual other than the Company’s former President and Chief Executive Officer, his resignation will be treated as a termination by the Company without “cause” for purposes of the Company’s Executive Severance Pay Policy.
−Removed: The Company and Mr.
−Removed: Vasconi have entered into an amendment to his employment letter pursuant to which the parties mutually agreed that Mr.
−Removed: Vasconi will remain with the Company as Executive Advisor to the President and CEO through May 31, 2024 to support an orderly transition of his duties.
−Removed: As noted above, Mr.
−Removed: Vasconi will be entitled to receive 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.
+Added: During the three months ended December 29, 2024, no officer or director of the Company adopted , modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
−Removed: Items 10, 11, 12, 13 and 14.
−Removed: The information required by Items 10 (Directors, Executive Officer and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) will be furnished on or prior to April 29, 2024 (and is hereby incorporated by reference) by an amendment hereto or pursuant to a definitive proxy statement involving the election of directors pursuant to Regulation 14A that will contain such information.
−Removed: Notwithstanding the foregoing, information appearing in the sections “Compensation Committee Report” and “Audit Committee Report” shall not be deemed to be incorporated by reference in this Form 10-K.
+Added: Directors, Executive Officers and Corporate Governance
+Added: The information required by this item will be included in the sections entitled “Proposal 1—Election of Directors—Director Nominee Qualifications and Biographical Information,” “Executive Officers,” “Corporate Governance—Audit Committee,” “Corporate Governance—Board Membership Criteria and Director Nominations,” “Corporate Governance—Code of Business Conduct and Ethics,” “Corporate Governance— Insider Trading Policy ” and, to the extent applicable, “Security Ownership of Certain Beneficial Owners and Management—Delinquent Section 16(a) Reports” in the Company’s definitive proxy statement (the “Proxy Statement”), which will be filed with the Securities and Exchange Commission no later than 120 day after the end of the fiscal year covered by this Form 10-K, and is incorporated herein by reference.
+Added: Executive Compensation
+Added: The information required by this item will be included in the sections entitled “Compensation Governance—Compensation Risk Assessment,” “Compensation Governance—Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Compensation of Directors” in the Proxy Statement, and, except for the information under the subheading “Pay Versus Performance”, is incorporated herein by reference.
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+Added: The information required by this item will be included in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement, and is incorporated herein by reference.
+Added: Certain Relationships and Related Transactions, and Director Independence
+Added: The information required by this item will be included in the sections entitled “Corporate Governance—Director Independence” and “Certain Relationships and Related Person Transactions” in the Proxy Statement, and is incorporated herein by reference.
+Added: Principal Accountant Fees and Services
+Added: The information required by the item will be included in the section entitled “Proposal 2—Ratification of Independent Registered Public Accounting Firm” in the Proxy Statement, and is incorporated herein by reference.
Exhibits and Financial Statement Schedules.
33 unchanged sentences
001-02207).**
−Removed: 10.5 Form of Restricted Stock Unit Award Agreement under The Wendy’s Company 2010 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.9 of The Wendy’s Company Form 10-K for the fiscal year ended December 29, 2019 (SEC file no.
−Removed: 001-02207).**
10.5 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.
4 unchanged sentences
001-02207).**
−Removed: 10.9 Form of Long-Term Performance Unit Award Agreement for 2022 under The Wendy’s Company 2020 Omnibus Award Plan , incorporated herein by reference to Exhibit 10.3 of The Wendy’s Company Form 10-Q for the quarter ended April 3, 2022 (SEC file no.
−Removed: 001-02207).**
10.8 Amendment to Awards Issued by The Wendy’s Company Under Various Equity Plans, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on August 9, 2023 (SEC file no.
8 unchanged sentences
001-02207).**
+Added: 10.13 Form of Long-Term Performance Unit Award Agreement for 2024 under The Wendy’s Company 2020 Omnibus Award Plan, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended March 31, 2024 (SEC file no.
+Added: 001-02207).**
10.14 Wendy’s International, LLC Executive Severance Pay Policy, as amended February 16, 2023, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Current Report on Form 8-K filed on January 18, 2024 (SEC file no.
21 unchanged sentences
10.23 Class A-1 Note Purchase Agreement, dated as of June 22, 2021, 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 23, 2021 (SEC file no.
−Removed: 10.25 First Amendment to the Class A-1 Note Purchase Agreement, dated as of May 23, 2023, 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 Form 10-Q for the quarter ended Ju ly 2 , 2023 (SEC file no.
+Added: 10.24 First Amendment to the Class A-1 Note Purchase Agreement, dated as of May 23, 2023, 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 Form 10-Q for the quarter ended July 2, 2023 (SEC file no.
10.25 Second Amendment to the Class A-1 Note Purchase Agreement, dated as of September 22, 2023, 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 Form 10-Q for the quarter ended October 1, 2023 (SEC file no.
36 unchanged sentences
001-02207).**
−Removed: 10.45 Employment Letter between The Wendy’s Company and Kurt Kane dated as of March 27, 2015, incorporated herein by reference to Exhibit 10.8 of The Wendy’s Company Form 10-Q for the quarter ended June 28, 2015 (SEC file no.
−Removed: 001-02207).**
10.44 Employment Letter between The Wendy’s Company and Gunther Plosch dated as of April 7, 2016, incorporated herein by reference to Exhibit 10.2 of The Wendy’s Company Form 10-Q for the quarter ended April 3, 2016 (SEC file no.
7 unchanged sentences
10.47 Amendment to Employment Letter between The Wendy’s Company and J.
−Removed: Kevin Vasconi dated as of February 28, 2023 , incorporated h erein by reference to Exhibit 10.46 of The Wendy ’ s Company Form 10-K for the fi scal year ended January 1, 2023.
+Added: Kevin Vasconi dated as of February 28, 2023, incorporated herein by reference to Exhibit 10.46 of The Wendy’s Company Form 10-K for the fiscal year ended January 1, 2023 (SEC file no.
10.48 Amendment No.
2 to Employment Letter between The Wendy’s Company and J.
−Removed: Kevin Vasconi dated as of February 22, 2024.* **
−Removed: 10.51 Employment Letter between The Wendy’s Company and Kirk Tanner dated as of January 18, 2024.* **
+Added: Kevin Vasconi dated as of February 22, 2024, incorporated herein by reference to Exhibit 10.50 of The Wendy’s Company Form 10-K for the fiscal year ended December 31, 2023 (SEC file no.
+Added: 001-02207).**
+Added: 10.49 Employment Letter between The Wendy’s Company and Kirk Tanner dated as of January 18, 2024, incorporated herein by reference to Exhibit 10.51 of The Wendy’s Company Form 10-K for the fiscal year ended December 31, 2024 (SEC file no.
+Added: 001-02207).**
+Added: 10.50 Employment Letter between The Wendy’s Company and John Min dated as of September 4, 2024, incorporated herein by reference to Exhibit 10.1 of The Wendy’s Company Form 10-Q for the quarter ended September 29, 2024 (SEC file no.
+Added: 001-02207).**
+Added: 10.51 Employment Letter between The Wendy’s Company and Kenneth Cook dated as of November 13, 2024.* **
10.52 Non-Compete and Confidentiality Agreement between The Wendy’s Company and Abigail Pringle dated as of October 27, 2020, incorporated herein by reference to Exhibit 10.1 to The Wendy’s Company Form 10-Q for the quarter ended September 27, 2020 (SEC file no.
3 unchanged sentences
001-02207).**
−Removed: 10.54 Non-Compete and Confidentiality Agreement between The Wendy’s Company and Leigh Burnside dated as of October 27, 2020, incorporated herein by reference to Exhibit 10.3 to The Wendy’s Company Form 10-Q for the quarter ended September 27, 2020 (SEC file no.
−Removed: 001-02207).**
10.54 Form of Indemnification Agreement for officers and employees of Wendy’s International, Inc.
14 unchanged sentences
001-02207 and 333-161613, respectively).**
+Added: 19.1 The Wendy’s Company Securities Trading Policy.*
21.1 Subsidiaries of the Registrant.*
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
−Removed: 97.1 The Wendy’s Company Policy for Recoupment of Incentive Compensation.*
+Added: 97.1 The Wendy’s Company Policy for Recoupment of Incentive Compensation, incorporated herein by reference to Exhibit 97.1 of The Wendy’s Company Form 10-K for the fiscal year ended December 31, 2023 (SEC file no.
101 The following financial information from The Wendy’s Company’s Annual Report on Form 10-K for the year ended December 29, 2024 formatted in Inline eXtensible Business Reporting Language:
16 unchanged sentences
(Kirk Tanner) (Principal Executive Officer)
−Removed: /s/ GUNTHER PLOSCH Chief Financial Officer
−Removed: (Gunther Plosch) (Principal Financial Officer)
+Added: /s/ KENNETH COOK Chief Financial Officer
+Added: (Kenneth Cook) (Principal Financial Officer)
/s/ SUZANNE M.
1 unchanged sentence
Thuerk) (Principal Accounting Officer)
−Removed: /s/ NELSON PELTZ Chairman and Director
−Removed: (Nelson Peltz)
+Added: /s/ ARTHUR B.
+Added: WINKLEBLACK Chairman and Director
MAY Senior Vice Chairman and Director
10 unchanged sentences
GOMEZ Director
−Removed: /s/ JOSEPH A.
−Removed: LEVATO Director
/s/ MICHELLE J.
2 unchanged sentences
ROTHSCHILD Director
−Removed: /s/ ARTHUR B.
−Removed: WINKLEBLACK Director
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.