UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
The other disclosures contained under Items 5.02, 7.01 and 9.01 of the Original 8-K are not amended hereby.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c)
On July 24, 2025, the Compensation and Human Capital Committee of the Board of Directors approved compensation changes for Mr. Cook in connection with his appointment as the Company’s Interim Chief Executive Officer. Mr. Cook’s annual base salary for service as Interim Chief Executive Officer will be $825,000 and the target for Mr. Cook’s annual, performance-based bonus under the Company’s annual incentive plan will be 100% of his annual base salary. The actual performance-based bonus payable to Mr. Cook will range from zero to 200% of the target, depending on the achievement of performance objectives, which will be consistent with the objectives established under the plan for other executive officers of the Company.
In addition, Mr. Cook will receive a one-time equity award with a grant date fair value of $2 million, which will be granted on August 12, 2025. Three-quarters of this award will be in the form of restricted stock units and one-quarter of this award will be in the form of stock options. The restricted stock units and options will vest in substantially equal installments on each of the first two anniversaries of the date of grant, in each case subject to Mr. Cook’s continued employment on the applicable vesting dates.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE WENDY’S COMPANY | ||||||
| Date: July 30, 2025 | By: | /s/ Mark L. Johnson | ||||
| Mark L. Johnson | ||||||
| Director – Corporate & Securities Counsel, and Assistant Secretary | ||||||
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