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2014 Annual Report BOARDOFDIRECTORS LEADERSHIPTEAM CORPORATEOFFICE Nelson Peltz 4,6 Emil J

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2014 Annual Report BOARD�OF�DIRECTORS LEADERSHIP�TEAM CORPORATE�OFFICE Nelson Peltz 4,6 Emil J 2014 Annual Report BOARDOFDIRECTORS LEADERSHIPTEAM CORPORATEOFFICE Nelson Peltz 4,6 Emil J. Brolick RESTAURANTSUPPORTCENTER Chairman, The Wendy’s Company President and Chief Executive Officer The Wendy’s Company Chief Executive Officer and Founding One Dave Thomas Blvd. Partner, Trian Fund Management, L.P. Todd A. Penegor Dublin, Ohio 43017 Executive Vice President, (614) 764-3100 Peter W. May 2,4,6 Chief Financial Officer www.aboutwendys.com Vice Chairman, The Wendy’s Company and International President and Founding Partner, STOCKHOLDERINFORMATION Trian Fund Management, L.P. Robert D. Wright Executive Vice President and TRANSFERAGENTANDREGISTRAR Chief Operations Officer If you are a stockholder of record and Emil J. Brolick 2,6 require assistance with your account, such President and Chief Executive Officer, Liliana M. Esposito as a change of address or change in The Wendy’s Company Chief Communications Officer registration, please contact: 2 Edward P. Garden Sco A. Kriss American Stock Transfer & Trust Company, LLC Chief Investment Officer and Founding Senior Vice President - 6201 15th Avenue Partner, Trian Fund Management, L.P. Chief Accounting and Tax Officer Brooklyn, NY 11219 Toll free: (877) 681-8121 or (718) 921-8200 Janet Hill 3,8 Abigail E. Pringle Fax: (718) 236-2641 Principal, Hill Family Advisors Senior Vice President - E-mail: [email protected] Chief Development Officer www.amstock.com Joseph A. Levato 1,3,4,5 Former Executive Vice President and Brandon L. Solano COMMONSTOCKLISTING Chief Financial Officer, Triarc Companies, Inc. Chief Marketing Officer (predecessor to The Wendy’s Company) R. Sco Toop J. Randolph Lewis 1,5,7 Senior Vice President, Former Senior Vice President, Supply Chain General Counsel and Secretary and Logistics, Walgreen Co. Darrell G. van Ligten Michelle “Mich” J. Mathews-Spradlin Senior Vice President - Former Chief Marketing Officer and President International INDEPENDENTREGISTEREDPUBLIC Senior Vice President, Microso Corporation ACCOUNTINGFIRM Sco A. Weisberg Deloie & Touche LLP Chief People Officer Peter H. Rothschild 1,7 180 East Broad Street Managing Member, Daroth Capital LLC Columbus, OH 43215 SECCERTIFICATIONS 1,3,6,7,8 DIRECTORS, OFFICERS, CORPORATE INFORMATION OFFICERS, CORPORATE DIRECTORS, David E. Schwab II The certifications of the Company’s INVESTORINQUIRIES Senior Counsel, Chief Executive Officer and Chief Stockholders, securities analysts, Cowan, Liebowitz & Latman, P.C. Financial Officer required to be filed investment managers and others seeking with the Securities and Exchange information about the Company may either 1,3,5,8 Commission pursuant to Sections Jack G. Wasserman go to the Company’s website, 302 and 906 of the Sarbanes-Oxley Aorney-at-Law www.aboutwendys.com, or contact the Act of 2002 are included as exhibits to the Company’s Annual Report on Company directly, as follows: Form 10-K for the fiscal year ended December 28, 2014, a copy of which David D. Poplar (including the certifications) is Vice President, Investor Relations included herein. (614) 764-3311 [email protected] NEWSMEDIAINQUIRIES 1. Member of Audit Commiee 2. Member of Capital and Investment Commiee Robert H. Bertini, Jr. 3. Member of Compensation Commiee Senior Director, Corporate Communications 4. Member of Corporate Social Responsibility Commiee (614) 764-3327 5. Member of ERISA Commiee [email protected] 6. Member of Executive Commiee 7. Member of Nominating and Corporate Governance Commiee 8. Member of Performance Compensation Subcommiee UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 28, 2014 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO THE WENDY’S COMPANY (Exact name of registrants as specified in its charter) Commission file number: 1-2207 Delaware 38-0471180 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Dave Thomas Blvd., Dublin, Ohio 43017 (Address of principal executive offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (614) 764-3100 Securities Registered Pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered Common Stock, $.10 par value The NASDAQ Stock Market LLC Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ‘ No È Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È The aggregate market value of common equity held by non-affiliates of The Wendy’s Company as of June 27, 2014 was approximately $2,380.8 million. As of February 18, 2015, there were 367,628,227 shares of The Wendy’s Company common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference from The Wendy’s Company’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after December 28, 2014. [THIS PAGE INTENTIONALLY LEFT BLANK] PART I Special Note Regarding Forward-Looking Statements and Projections This Annual Report on Form 10-K and oral statements made from time to time by representatives of the Company may contain or incorporate by reference certain statements that are not historical facts, including, most importantly, information concerning possible or assumed future results of operations of the Company. Those statements, as well as statements preceded by, followed by, or that include the words “may,” “believes,” “plans,” “expects,” “anticipates,” or the negation thereof, or similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). All statements that address future operating, financial or business performance; strategies or expectations; future synergies, efficiencies or overhead savings; anticipated costs or charges; future capitalization; and anticipated financial impacts of recent or pending transactions are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on our expectations at the time such statements are made, speak only as of the dates they are made and are susceptible to a number of risks, uncertainties and other factors. Our actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by our forward-looking statements. For all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Reform Act. Many important factors could affect our future results and could cause those results to differ materially from those expressed in or implied by the forward-looking statements contained herein. Such factors, all of which are difficult or impossible to predict accurately, and many of which are beyond our control, include, but are not limited to, the following: • competition, including pricing pressures, couponing, aggressive marketing and the potential impact of competitors’ new unit openings on sales of Wendy’s restaurants; • consumers’ perceptions of the relative quality, variety, affordability and value of the food products we offer; • food safety events, including instances of food-borne illness (such as salmonella or E. coli) involving Wendy’s or its supply chain; • consumer concerns over nutritional aspects of beef, poultry, french fries or other products we sell, concerns regarding the ingredients in our products and/or cooking processes used in our restaurants,
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