Item 2.02 Results of Operations and Financial Condition.
On January 13, 2023, The Wendy's Company (the "Company") issued a press release
reporting its preliminary, unaudited results for the fourth quarter and full
year of 2022 and providing an update on its capital allocation plans and other
information. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in this Item 2.02, including the Exhibit 99.1 furnished under
Item 9.01, shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section. Furthermore, the information in this Item 2.02,
including the Exhibit 99.1 furnished under Item 9.01, shall not be deemed to be
incorporated by reference into the filings of the Company under the Securities
Act of 1933 or the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 9, 2023, Leigh A. Burnside, the Company's Senior Vice President,
Chief Accounting Officer and Chief Financial Officer U.S., provided notice to
the Company of her intention to resign from the Company to become the chief
financial officer at another restaurant company.
In connection with the above, Suzanne M. Thuerk, currently Vice President -
Accounting, has been appointed as the Company's Chief Accounting Officer
effective January 20, 2023. Ms. Burnside will remain with the Company through
this date to support the transition to Ms. Thuerk.
Ms. Thuerk has served in her current position as Vice President - Accounting
since June 2022. In this position, she leads the Company's operational,
technical and financial reporting accounting functions. Ms. Thuerk has been with
the Company since March 2014 and previously held roles of increasing
responsibility across the Corporate Accounting, Financial Reporting and
Corporate Planning and Analysis functions. She previously served as Senior
Director - Corporate Accounting and Financial Reporting until she was appointed
to her current position. Prior to joining the Company, Ms. Thuerk held various
positions in financial planning and analysis, accounting, and internal audit
roles at Bath & Body Works, Inc. and L Brands, Inc. and previously worked in
public accounting with PricewaterhouseCoopers LLP. She is a certified public
accountant and is 41 years of age.
In addition, on January 12, 2023, in connection with a redesign of the
organizational structure of the Company to better support execution of the
Company's long-term growth strategy, the Company determined that the role of
President, U.S. and Chief Commercial Officer was being eliminated and, as a
result, Kurt A. Kane will depart the organization. Mr. Kane 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 2022 annual meeting of stockholders filed with
the Securities and Exchange Commission on March 31, 2022.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press release issued by The Wendy's Company on January 13,
2023.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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