Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.07M
2: EX-10.50 Amendment No. 2 to Kevin Vasconi Employment Letter HTML 42K
3: EX-10.51 Kirk Tanner Employment Letter HTML 76K
4: EX-21.1 Subsidiaries of Registrant HTML 44K
5: EX-23.1 Consent of Deloitte & Touche LLP HTML 39K
9: EX-97.1 Policy for Recoupment of Incentive Compensation HTML 59K
6: EX-31.1 CEO Certification Pursuant to Section 302 HTML 43K
7: EX-31.2 CFO Certification Pursuant to Section 302 HTML 43K
8: EX-32.1 CEO and CFO Certification Pursuant to Section 906 HTML 40K
15: R1 Document and Entity Information HTML 109K
16: R2 Consolidated Balance Sheets HTML 175K
17: R3 Consolidated Statements of Operations HTML 137K
18: R4 Consolidated Statements of Comprehensive Income HTML 63K
19: R5 Consolidated Statements of Stockholders' Equity HTML 89K
20: R6 Consolidated Statements of Cash Flows HTML 157K
21: R7 Summary of Significant Accounting Policies HTML 106K
22: R8 Revenue (Notes) HTML 114K
23: R9 Acquisitions HTML 55K
24: R10 System Optimization Gains, Net HTML 82K
25: R11 Reorganization and Realignment Costs HTML 95K
26: R12 Net Income Per Share HTML 57K
27: R13 Cash and Receivables HTML 102K
28: R14 Investments HTML 65K
29: R15 Properties (Notes) HTML 51K
30: R16 Goodwill And Other Intangible Assets HTML 109K
31: R17 Accrued Expenses and Other Current Liabilities HTML 49K
32: R18 Long-Term Debt HTML 87K
33: R19 Fair Value Measurements HTML 101K
34: R20 Income Taxes HTML 135K
35: R21 Stockholders' Equity HTML 73K
36: R22 Share-Based Compensation HTML 119K
37: R23 Impairment of Long-Lived Assets HTML 51K
38: R24 Retirement Benefit Plans HTML 46K
39: R25 Leases HTML 150K
40: R26 Supplemental Cash Flow Information HTML 69K
41: R27 Guarantees and Other Commitments and Contingencies HTML 49K
42: R28 Transactions with Related Parties HTML 63K
43: R29 Legal and Environmental Matters HTML 42K
44: R30 Advertising Costs and Funds HTML 53K
45: R31 Geographic Information HTML 55K
46: R32 Segment Information HTML 87K
47: R33 Pay vs Performance Disclosure HTML 51K
48: R34 Insider Trading Arrangements HTML 58K
49: R35 Summary of Significant Accounting Policies HTML 183K
(Policies)
50: R36 Revenue (Tables) HTML 112K
51: R37 Acquisitions (Tables) HTML 52K
52: R38 System Optimization Gains, Net (Tables) HTML 78K
53: R39 Reorganization and Realignment Costs (Tables) HTML 99K
54: R40 Net Income Per Share (Tables) HTML 56K
55: R41 Cash and Receivables (Tables) HTML 106K
56: R42 Investments (Tables) HTML 65K
57: R43 Properties (Tables) HTML 50K
58: R44 Goodwill And Other Intangible Assets (Tables) HTML 116K
59: R45 Accrued Expenses and Other Current Liabilities HTML 49K
(Tables)
60: R46 Long-Term Debt (Tables) HTML 74K
61: R47 Fair Value Measurements (Tables) HTML 98K
62: R48 Income Taxes (Tables) HTML 141K
63: R49 Stockholders' Equity (Tables) HTML 68K
64: R50 Share-Based Compensation (Tables) HTML 120K
65: R51 Impairment of Long-Lived Assets (Tables) HTML 51K
66: R52 Leases (Tables) HTML 209K
67: R53 Supplemental Cash Flow Information (Tables) HTML 68K
68: R54 Transactions with Related Parties (Tables) HTML 59K
69: R55 Advertising Costs and Funds (Tables) HTML 55K
70: R56 Geographic Information (Tables) HTML 56K
71: R57 Segment Information (Tables) HTML 84K
72: R58 Summary of Significant Accounting Policies HTML 48K
Corporate Structure (Details)
73: R59 Summary of Significant Accounting Policies Cash HTML 41K
Equivalents (Details)
74: R60 Summary of Significant Accounting Policies HTML 52K
Properties and Depreciation and Amortization
(Details)
75: R61 Summary of Significant Accounting Policies Other HTML 51K
Intangible Assets and Deferred Financing Costs
(Details)
76: R62 Summary of Significant Accounting Policies HTML 46K
Investments (Details)
77: R63 Summary of Significant Accounting Policies HTML 44K
Self-insurance (Details)
78: R64 Summary of Significant Accounting Policies Leases HTML 44K
(Details)
79: R65 Summary of Significant Accounting Policies HTML 70K
Concentration of Risk (Details)
80: R66 Disaggregation of Revenue (Details) HTML 103K
81: R67 Revenue Contract Balances (Details) HTML 63K
82: R68 Revenue Anticipated Future Recognition of Deferred HTML 60K
Franchise Fees (Details)
83: R69 Acquisitions (Details) HTML 107K
84: R70 System Optimization Gains, Net Summary of HTML 86K
Disposition Activity (Details)
85: R71 System Optimization Gains, Net Assets Held for HTML 44K
Sale (Details)
86: R72 Reorganization and Realignment Costs Summary HTML 53K
(Details)
87: R73 Reorganization and Realignment Costs HTML 69K
Organizational Redesign (Details)
88: R74 Reorganization and Realignment Costs HTML 59K
Organizational Redesign Accrual Rollforward
(Details)
89: R75 Reorganization and Realignment Costs System HTML 89K
Optimization Costs (Details)
90: R76 Reorganization and Realignment Costs Other HTML 47K
Reorganization and Realignment (Details)
91: R77 Net Income Per Share (Details) HTML 75K
92: R78 Cash and Receivables Cash and Cash Equivalents HTML 67K
(Details)
93: R79 Cash and Receivables Accounts and Notes Receivable HTML 81K
(Details)
94: R80 Cash and Receivables Allowance for Doubtful HTML 63K
Accounts (Details)
95: R81 Investments Carrying Value of Investments HTML 66K
(Details)
96: R82 Investments Equity Method Investments (Details) HTML 70K
97: R83 Investments Investment Rollforward (Details) HTML 65K
98: R84 Investments Other Investments in Equity Securities HTML 46K
(Details)
99: R85 Properties (Details) HTML 62K
100: R86 Goodwill And Other Intangible Assets Schedule of HTML 71K
Goodwill and Other Intangibles (Details)
101: R87 Goodwill And Other Intangible Assets Schedule of HTML 68K
Finite-Lived And Indefinite Lived Intangible
Assets (Details)
102: R88 Goodwill And Other Intangible Assets Aggregate HTML 59K
Amortization Expense (Details)
103: R89 Accrued Expenses and Other Current Liabilities HTML 48K
(Details)
104: R90 Long-Term Debt Schedule of Long Term Debt HTML 82K
(Details)
105: R91 Long-Term Debt Maturities of long-term debt HTML 66K
(Details)
106: R92 Long-Term Debt Other Long-term Debt Disclosure HTML 175K
(Details)
107: R93 Long-Term Debt Assets Pledged as Collateral HTML 70K
(Details)
108: R94 Fair Value Measurements Financial Instruments HTML 92K
(Details)
109: R95 Fair Value Measurements Non-Recurring Fair Value HTML 66K
Measurements (Details)
110: R96 Income Taxes Income from Operations before Income HTML 49K
Tax (Details)
111: R97 Income Taxes (Provision For) Benefit from HTML 67K
Continuing Operations (Details)
112: R98 Income Taxes Deferred Tax Assets (Liabilities) HTML 74K
(Details)
113: R99 Income Taxes Income Taxes Net Operating Losses and HTML 58K
Tax Credits (Details)
114: R100 Income Taxes Refundable Income Taxes (Details) HTML 44K
115: R101 Income Taxes Income Taxes Effective Tax Rate HTML 76K
Reconciliation (Details)
116: R102 Income Taxes Unrecognized Tax Benefits (Details) HTML 64K
117: R103 Stockholders' Equity (Details) HTML 115K
118: R104 Stockholders' Equity Accumulated Other HTML 53K
Comprehensive Loss (Details)
119: R105 Share-Based Compensation Summary (Details) HTML 51K
120: R106 Share-Based Compensation Stock Options (Details) HTML 118K
121: R107 Share-Based Compensation Restricted Shares HTML 81K
(Details)
122: R108 Share-Based Compensation Performance Shares HTML 104K
(Details)
123: R109 Share-Based Compensation Share-based Compensation HTML 60K
Expense (Details)
124: R110 Impairment of Long-Lived Assets (Details) HTML 49K
125: R111 Retirement Benefit Plans Defined Contribution Plan HTML 46K
(Details)
126: R112 Retirement Benefit Plans Deferred Compensation HTML 43K
Plan (Details)
127: R113 Leases Lessee Lease Narrative (Details) HTML 49K
128: R114 Leases Lessor Lease Narrative (Details) HTML 47K
129: R115 Leases Components of Lease Cost (Details) HTML 63K
130: R116 Leases Supplemental Cash Flow and Non-cash HTML 55K
Information (Details)
131: R117 Leases Supplemental Information (Details) HTML 57K
132: R118 Leases Future Minimum Rental Payments for HTML 99K
Non-cancelable Leases (Details)
133: R119 Leases Components of Lease Income (Details) HTML 59K
134: R120 Leases Future Minimum Rental Receipts for HTML 100K
Non-cancelable Leases (Details)
135: R121 Leases Properties Leased to Third Parties HTML 54K
(Details)
136: R122 Supplemental Cash Flow Information Long-term Debt HTML 49K
Related Activities, Net (Details)
137: R123 Supplemental Cash Flow Information Cash Paid For HTML 44K
(Details)
138: R124 Supplemental Cash Flow Information Non-Cash HTML 44K
Investing and Financing Activities (Details)
139: R125 Supplemental Cash Flow Information Reconciliation HTML 51K
of Cash, Cash Equivalents and Restricted Cash
(Details)
140: R126 Guarantees and Other Commitments and Contingencies HTML 51K
Franchisee Image Activation Programs (Details)
141: R127 Guarantees and Other Commitments and Contingencies HTML 44K
Lease Guarantees (Details)
142: R128 Guarantees and Other Commitments and Contingencies HTML 46K
Insurance (Details)
143: R129 Guarantees and Other Commitments and Contingencies HTML 42K
Letters of Credit (Details)
144: R130 Guarantees and Other Commitments and Contingencies HTML 50K
Beverage Agreement (Details)
145: R131 Guarantees and Other Commitments and Contingencies HTML 49K
Marketing Agreement (Details)
146: R132 Transactions with Related Parties Related Party HTML 91K
Transaction Summary (Details)
147: R133 Advertising Costs and Funds (Details) HTML 66K
148: R134 Geographic Information (Details) HTML 56K
149: R135 Segment Information Reconciliation of Revenue from HTML 55K
Segments to Consolidated (Details)
150: R136 Segment Information Reconciliation of Profit from HTML 93K
Segments to Consolidated (Details)
151: R137 Segment Information Reconciliation of Other HTML 45K
Significant Reconciling Items from Segments to
Consolidated (Details)
153: XML IDEA XML File -- Filing Summary XML 289K
156: XML XBRL Instance -- wen-20231231_htm XML 4.05M
152: EXCEL IDEA Workbook of Financial Report Info XLSX 308K
11: EX-101.CAL XBRL Calculations -- wen-20231231_cal XML 282K
12: EX-101.DEF XBRL Definitions -- wen-20231231_def XML 1.80M
13: EX-101.LAB XBRL Labels -- wen-20231231_lab XML 3.51M
14: EX-101.PRE XBRL Presentations -- wen-20231231_pre XML 2.27M
10: EX-101.SCH XBRL Schema -- wen-20231231 XSD 357K
154: JSON XBRL Instance as JSON Data -- MetaLinks 903± 1.36M
155: ZIP XBRL Zipped Folder -- 0000030697-24-000004-xbrl Zip 784K
‘EX-97.1’ — Policy for Recoupment of Incentive Compensation
In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, the Board of Directors (the “Board”)
of The Wendy’s Company (the “Company”) has adopted a policy (this “Policy”) providing for the Company’s recoupment of certain incentive-based compensation paid to Covered Executives (as defined in Section 4 below) in the event that the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under applicable securities laws. This Policy is designed to comply with, and shall be construed and interpreted to be consistent with, Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act and Listing Rule 5608 of the corporate governance rules of The Nasdaq Stock Market (“Nasdaq”).
This Policy is in addition to, and shall not limit in any way, other policies of the Company and its affiliates in respect of compensation and forfeiture or recovery thereof.
2.Administration
Administration and enforcement of this Policy is delegated to the Compensation and Human Capital Committee of the Board (as constituted from time to time, and including any successor committee, the “Committee”). Determinations of the Committee under this Policy need not be uniform with respect to any or all Covered Executives and shall be final and binding on all Covered Executives.
3.Effective
Date
This Policy shall be effective as of October 2, 2023 (the “Effective Date”) and shall apply only to Covered Compensation (as defined in Section 5 below) that is received on or after the Effective Date.
4.Covered Executives
This Policy covers each current or former officer of the Company, determined in accordance with Nasdaq Listing Rule 5608 (including each current or former officer subject to Section 16 of the Exchange Act), as determined from time to time by the Committee or the Board (each, a “Covered
Executive”).
5.Covered Compensation
This Policy applies to all compensation that is granted, paid, earned or that becomes vested based wholly or in part upon the attainment of any “financial reporting measure” (as defined in Nasdaq
Listing Rule 5608) (“Covered Compensation”) to Covered Executives at a time when the Company has a class of securities listed on a national securities exchange or a national securities association. This Policy shall apply to all
Covered Compensation received by an employee who served as a Covered Executive at any time during the performance period for that Covered Compensation.
6.Financial Restatements; Recoupment
In the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected
in the current period or left uncorrected in the current period (such an accounting restatement, a “Restatement”), the Committee shall promptly review the Covered Compensation received by each Covered Executive during the three fiscal years immediately preceding the Required Financial Restatement Date (as defined below) as well as any transition period that results from a change in the Company’s fiscal year within or immediately following those three completed fiscal years. Regardless of whether the Company filed restated financial statements, the Company shall, to the full extent permitted by this Policy and governing law, promptly seek recoupment of all Covered Compensation,
whether in the form of cash or equity, awarded or paid to a Covered Executive (computed without regard to any taxes paid by the Covered Executive), if and to the extent:
1.the amount of the Covered Compensation was calculated based upon the achievement of financial results that were subsequently the subject of a Restatement; and
2.the amount of the Covered Compensation that would have been received by the Covered Executive had the financial results been properly reported would have been lower than the amount actually received.
For the avoidance of doubt, recovery under this Policy with respect to a Covered Executive shall not require the finding of any misconduct by the Covered Executive
or the Covered Executive being found responsible for the accounting error leading to a Restatement.
If the achievement of financial results was considered in determining the amount of Covered Compensation awarded or paid to a Covered Executive, but the Covered Compensation is not awarded or paid on a formulaic basis, the Committee shall determine, in its sole discretion (consistent with the requirements of Nasdaq Listing Rule 5608), the amount, if any, by which the payment or award should be reduced or recouped.
For incentive-based compensation based on the Company’s stock price or total stockholder return (“TSR”), where the amount of erroneously awarded Covered Compensation is not
subject to mathematical recalculation directly from the information in a Restatement, (i) the amount shall be based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the incentive-based compensation was received and (ii) the Company shall maintain
2
documentation of the determination of that reasonable estimate and provide the relevant documentation as required to Nasdaq.
For purposes of this Policy, the “Required Financial Restatement Date” is the earlier to occur of:
1.the
date the Board, a committee of the Board or any officer or officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; and
2.the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement.
For the avoidance of doubt, a Covered Executive will be deemed to have received Covered Compensation in the fiscal period during which the financial reporting measure specified in the award is attained, even if (i) payment or grant of the Covered Compensation occurs after the end
of that period or (ii) the Covered Executive remains subject to additional payment conditions with respect to such award.
7.Method of Recoupment
The Committee shall determine, in its sole discretion, the method and timing for recouping erroneously awarded Covered Compensation pursuant to this Policy, which may include, without limitation:
a.requiring reimbursement of cash incentive compensation previously paid;
b.seeking recovery of any Equity Proceeds;
c.cancelling
or rescinding prior cash-based or equity-based awards, whether vested or unvested or paid or unpaid;
d.adjusting or withholding from unpaid compensation or other set-off to the extent permitted by applicable law or contract;
e.reducing or eliminating future salary increases, cash-based or equity-based incentive compensation, bonuses, awards or severance; and/or
f.any other method authorized by applicable law or contract.
For
purposes hereof, “Equity Proceeds” includes (i) all proceeds realized by a Covered Executive from the sale of shares of Company common stock previously obtained as incentive compensation, (ii) any unrealized gain from the exercise of stock options previously obtained as incentive compensation and (iii) any outstanding shares of Company common stock held by the Covered Executive that were received upon the exercise of stock options or in connection with
3
the vesting or settlement of restricted stock, restricted stock units, performance units or other equity or equity-based awards, in each case previously obtained as incentive compensation.
8.Impracticability
Exceptions
The Committee shall not seek recoupment of any erroneously awarded Covered Compensation to the extent the Committee determines, in accordance with Nasdaq Listing Rule 5608, that:
1.the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of erroneously awarded Covered Compensation to be recovered (as documented and reported to Nasdaq after a reasonable attempt to recover);
2.recovery would violate home country law, where that law was adopted prior to November 28, 2022; or
3.recovery
would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to Company employees, to fail to meet the requirements of Sections 401(a)(13) and 411(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
9.Indemnification
No member of the Board or employee (in the capacity of administering or enforcing this Policy) of the Company or any if its affiliates shall be personally liable for any action, determination or interpretation made with respect to administration of this Policy. To the fullest extent permitted by applicable law, and without limiting indemnification rights under the
Company’s organizational documents or any other policy or agreement, the Company shall indemnify and hold harmless each member of the Board, and each employee of the Company, from and against any and all losses arising from or related to any action, determination or interpretation with respect to administration of this Policy.
None of the Company or its affiliates shall indemnify any Covered Executive, or pay or reimburse the cost of insurance, against (a) the loss of any erroneously awarded Covered Compensation or any Covered Compensation that is recouped pursuant to the terms of this Policy, or (b) any claims relating to the
Company’s enforcement of its rights under this Policy.
10.Severability
If any provision of this Policy or the application of any such provision to any Covered Executive shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
4
11.Amendments
The
Committee may amend, modify or terminate this Policy in whole or in part at any time in its sole discretion and may adopt such rules and procedures that it deems necessary or appropriate to implement this Policy or to comply with applicable laws and regulations.
12.No Impairment of Other Remedies
The remedies under this Policy are in addition to, and not in lieu of, any and all other legal and equitable rights, remedies or claims available to the Company pursuant to the terms of any policy, plan, agreement, program or other arrangement and shall not limit any other right, remedy or enforcement mechanism available to the Company
or pursuant to any actions that may be imposed by law enforcement agencies, regulators or other authorities. The Company may adopt additional recoupment provisions or policies in the future or amend existing recoupment requirements as required or permitted by applicable law or regulation. Nothing contained in this Policy, and no recoupment or recovery as contemplated hereby, shall limit any claims, damages or other remedies the Company may have against a Covered Executive arising out of or resulting from any actions or omissions by the Covered Executive.
13.Governing Law
This Policy and all rights and obligations hereunder
shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.
5
THE WENDY’S COMPANY
POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION
ACKNOWLEDGEMENT FORM
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of The Wendy’s Company
Policy for Recoupment of Incentive Compensation (the “Policy”).
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that, notwithstanding any other plan, agreement or arrangement, the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any erroneously awarded Covered Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy.
