Wendy's 2009 Annual Report Download - page 36

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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
The principal market for our Common Stock is the New York Stock Exchange (symbol: WEN). Prior to
the Wendy’s Merger on September 29, 2008, the principal market for our Common Stock and Class B
Common Stock was the New York Stock Exchange (symbols: TRY and TRY.B, respectively). Immediately
prior to the Wendy’s Merger, each share of our Class B common stock was converted into Class A common
stock on a one for one basis (the “Conversion”). In connection with the May 28, 2009 amendment and
restatement of our Certificate of Incorporation, our former Class A common stock is now referred to as
“Common Stock.” The high and low market prices for our Common Stock and former Class B Common Stock,
as reported in the consolidated transaction reporting system, are set forth below:
Fiscal Quarters High Low High Low
Common Stock Class B
Market Price
2009
First Quarter ended March 29 . . . . . . . . . . . . . . . . . . . . . $5.80 $3.86 N/A N/A
Second Quarter ended June 28 . . . . . . . . . . . . . . . . . . . . 5.78 3.55 N/A N/A
Third Quarter ended September 27 . . . . . . . . . . . . . . . . 5.54 3.80 N/A N/A
Fourth Quarter ended January 3 . . . . . . . . . . . . . . . . . . . 5.04 3.95 N/A N/A
2008
First Quarter ended March 30 . . . . . . . . . . . . . . . . . . . . . $9.82 $6.47 $10.11 $6.76
Second Quarter ended June 29 . . . . . . . . . . . . . . . . . . . . 7.35 5.88 7.91 5.90
Third Quarter ended September 28 . . . . . . . . . . . . . . . . 6.65 4.75 7.06 4.72
Fourth Quarter ended December 28 . . . . . . . . . . . . . . . . 6.90 2.63 6.75 (a) 4.20 (a)
(a) In connection with the Wendy’s Merger effective September 29, 2008, Wendy’s/Arby’s stockholders
approved a charter amendment to convert each share of the then existing Triarc Class B common stock into
one share of Wendy’s/Arby’s Common Stock. The prices for the fourth quarter of 2008 are for the
September 29 trading day only.
Our Common Stock is entitled to one vote per share on all matters on which stockholders are entitled to
vote. Prior to the Wendy’s Merger, our Class B Common Stock was entitled to one-tenth of a vote per share.
Our Class B Common Stock was also entitled to vote as a separate class with respect to any merger or
consolidation in which the Company was a party unless each holder of a share of Class B Common Stock
received the same consideration as a holder of Common Stock, other than consideration paid in shares of
common stock that differed as to voting rights, liquidation preference and dividend preference to the same
extent that our Common Stock and Class B Common Stock differed. In accordance with the Certificate of
Designation for our Class B Common Stock, and subsequent resolutions adopted by our board of directors, our
Class B Common Stock was entitled, through March 30, 2008, to receive regular quarterly cash dividends
equal to at least 110% of any regular quarterly cash dividends paid on our Common Stock. Thereafter, each
share of our Class B Common Stock was entitled to at least 100% of the regular quarterly cash dividend paid
on each share of our Common Stock. In addition, our Class B Common Stock had a $.01 per share preference
in the event of any liquidation, dissolution or winding up of the Company and, after each share of our
Common Stock also received $.01 per share in any such liquidation, dissolution or winding up, our Class B
Common Stock would thereafter participate equally on a per share basis with our Common Stock in any
remaining assets of the Company.
We have no class of equity securities currently issued and outstanding except for our Common Stock.
However, we are currently authorized to issue up to 100 million shares of preferred stock.
During our 2009 fiscal year, we paid regular quarterly cash dividends of $0.015 per share of Common Stock.
During our 2008 fiscal year, we paid regular quarterly cash dividends of $0.08 and $0.09 per share on our
Common Stock and Class B Common Stock, respectively, through June 16, 2008. The dividend declared on
September 19, 2008 and paid on October 3, 2008 for both Common Stock and Class B Common Stock was for
$0.08 per share. The dividend declared on December 1, 2008 and paid on December 15, 2008 was for $0.015
per share of Common Stock.
29