form8-k_052909.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 28, 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 28,
2009, Wendy’s/Arby’s Group, Inc. (the “Company”) amended and restated its
certificate of incorporation (the “Certificate of Incorporation”) to reflect
approval of the following proposals at the Company’s 2009 annual meeting of
stockholders:
·
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to
adopt an amendment and restatement of the Certificate of Incorporation to
refer to “Class A Common Stock” as “Common Stock” and make other
conforming changes;
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·
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to
adopt an amendment and restatement of the Certificate of Incorporation to
provide that, in the absence of the Chairman of the Board, the alternate
presiding chairman at a meeting of the Company’s stockholders would be, in
order, the Vice Chairman, the Chief Executive Officer or a person
designated by a majority of the Board of
Directors;
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·
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to
adopt an amendment and restatement of the Certificate of Incorporation to
change the advance notice procedures for stockholder proposals and
director nominations; and
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·
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to
adopt an amendment and restatement of the Certificate of Incorporation to
repeal Article VI thereof, which imposed super-majority stockholder
approval requirements for certain business combination transactions
between the Company and an interested
stockholder.
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The
foregoing description of the amendments reflected in the Amended and Restated
Certificate of Incorporation is qualified in its entirety by reference to the
Amended and Restated Certificate of Incorporation, which was filed with the
Secretary of State of the State of Delaware on May 28, 2009 and is attached as
Exhibit 3.1 hereto and incorporated by reference herein.
On May
28, 2009, effective simultaneously with effectiveness of the Amended and
Restated Certificate of Incorporation, the Board of Directors of the Company
amended and restated the Company’s by-laws (the “By-Laws”) to conform the
following provisions of the By-Laws to the Amended and Restated Certificate of
Incorporation:
·
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Article
II, Section 11 of the By-Laws was amended to provide that, the absence of
the Chairman of the Board, the alternate presiding chairman at a meeting
of the Company’s stockholders would be, in order, the Vice Chairman, the
Chief Executive Officer or a person designated by a majority of the Board
of Directors; and
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·
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Article
VIII of the By-Laws, which provides for director and officer
indemnification, was amended to conform to the indemnification provisions
of Article VI of the Amended and Restated Certificate of
Incorporation.
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The
foregoing description of the amendments reflected in the Amended and Restated
By-Laws is qualified in its entirety by reference to the Amended and Restated
By-Laws attached as Exhibit 3.2 hereto and incorporated by reference
herein.
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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General
Counsel and Secretary
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Dated:
May 29, 2009
EXHIBIT
INDEX
Exhibit Description