Wendy's Rejects Trian-Led $7.35/Share Proposal, Adopts One-Year 15% Rights Plan

Wendy's Co

Wendy's independent committee unanimously rejected the Trian Partners-led Investor Group's unsolicited $7.35-per-share cash proposal for shares not already owned by the group.
The committee said the proposal substantially undervalues Wendy's and its Dave's Way plan; Morgan Stanley and Goldman Sachs advised the committee.
The board adopted a one-year shareholder rights plan with a 15% triggering threshold; rights expire November 3, 2027, with a record date of November 16, 2026.
Under the Rights Agreement with Equiniti Trust, the purchase price is $37.00 per one-thousandth of Series A Junior Participating Preferred Stock.
The board also amended omnibus award plans and the severance policy, setting an 18-month post-change-in-control protection period and removing the Peltz/May exclusion.

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