| Item 2.02 | Results of Operations and Financial Condition. |
On May 8, 2019, The Wendy’s Company (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended March 31, 2019 and other information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form8-K.
The information in this Item 2.02, including the exhibit 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 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 May 8, 2019, the Company announced that in order to continue to drive further accountability and efficiencies across the organization, it is creating two new positions, a President, U.S. and Chief Commercial Officer and a President, International and Chief Development Officer.
Kurt A. Kane will be promoted to President, U.S. and Chief Commercial Officer. Mr. Kane joined the Company in 2015, serving primarily as the Company’s Chief Concept and Marketing Officer and was recently promoted to Executive Vice President in 2018. In this new role, Mr. Kane will assume responsibilities for the entire U.S. business, including operations, marketing, and research and development. He will also continue to lead the Company’s Digital Experience organization.
Abigail E. Pringle will be promoted to President, International and Chief Development Officer. Ms. Pringle joined the Company in 2002 and has held many leadership positions and was recently promoted to Chief Global Development Officer and International in 2018. In this new role, Ms. Pringle will continue to lead the Company’s International business, which will now include Canada. She will also continue to lead the Company’s Global Development organization.
As a result of these leadership changes, Robert D. Wright, the Company’s Executive Vice President, Chief Operations Officer, will depart the organization after transitioning through May 31, 2019. At his departure, Mr. Wright will become entitled to receive compensation 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 2019 annual meeting of stockholders filed with the Securities and Exchange Commission on April 18, 2019 (the “2019 Proxy Statement”).
There were no arrangements or understandings between either Mr. Kane or Ms. Pringle and any other persons pursuant to which Mr. Kane or Ms. Pringle will be named President, U.S. and Chief Commercial Officer and President, International and Chief Development Officer, respectively. Neither Mr. Kane nor Ms. Pringle nor any member of their respective families has had (or proposes to have) a direct or indirect interest in any transaction in which the Company or any of its subsidiaries was (or is proposed to be) a participant that would be required to be disclosed under Item 404(a) of RegulationS-K. The Company has not entered into new or amended compensation plans, contracts or arrangements with, or made any grant or award or modification thereto to, either Mr. Kane or Ms. Pringle as of the date hereof. However, the Company may enter into new or amended contracts with, or make grants or awards to, those individuals at a later date.
