form8-k_051809.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 18, 2009
WENDY’S/ARBY’S
GROUP, INC.
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(Exact
name of registrant as specified in its charter)
Delaware
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1-2207
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38-0471180
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1155
Perimeter Center West
Atlanta,
Georgia
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30338
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(678)
514-4100
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(Former
Name or Former Address, if Changed Since Last Report):
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N/A
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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:
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 18, 2009, the board of directors
of Wendy’s/Arby’s Group, Inc. (the “Company”) approved an amendment to the
Company’s by-laws to remove a provision requiring the affirmative vote of the
holders of two-thirds of the voting power of the outstanding capital stock of
the Company entitled to vote in the election of directors to remove, with or
without cause, a duly elected director. As a result of this change, a director
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote for directors.
A copy of this amendment to the
Company’s by-laws is attached as Exhibit 5.03 hereto.
Item
8.01. Other
Events.
Following the amendment of the
Company’s by-laws by the board of directors of the Company described above in
Item 5.03, on May 18, 2009, the board decided to withdraw “Proposal 5” from
consideration for approval at the 2009 Annual Meeting of Stockholders scheduled
to be held on May 28, 2009. The withdrawn proposal sought stockholder approval
for an amendment to the Company’s certificate of incorporation to provide that a
duly elected director of the Company may be removed, with or without cause, only
by affirmative vote of the holders of two-thirds of the voting power of the
outstanding capital stock of the Company entitled to vote in the election of
directors. The withdrawal of Proposal 5 has no effect on any of the other
proposals or matters set forth in the proxy statement for the 2009 Annual
Meeting of Stockholders.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
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WENDY’S/ARBY’S
GROUP, INC.
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By: /s/ NILS H.
OKESON
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Nils H. Okeson
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Senior Vice President,
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Dated: May 18, 2009 |
General Counsel and Secretary
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EXHIBIT
INDEX
Exhibit Description