Wendy's 2012 Annual Report Download - page 25

(iv) such time as any person other than the Covered Persons or any Affiliate, Associate of, or member of a Schedule
13D group with, the Covered Persons, (a) makes an offer to purchase (x) an amount of shares that when added to the
number of shares already beneficially owned by such person and its affiliates and associates equals or exceeds 50% of
the outstanding voting power of the Company or (y) all or substantially all of the assets of the Company, (b) solicits
proxies with respect to a majority slate of directors or (c) commences or announces an intention to commence a
solicitation of proxies, becomes a “participant” in a “solicitation” or assists any “participant” in, a “solicitation” (as
such terms are defined in Rule 14a-1 of Regulation 14A under the Securities Exchange Act of 1934, as amended), or
submits any proposal for the vote of stockholders of the Company, or recommends or requests or induces or attempts
to induce any other person to take any such actions, or to seek to advise, encourage or influence any other person with
respect to the voting of Company voting securities, in each case, if the result of any such proposal or solicitation
would be to change a majority of the persons serving as directors on the Board.
This concentration of ownership gives Messrs. Peltz and May significant influence over the outcome of actions
requiring stockholder approval, including the election of directors and the approval of mergers, consolidations and the
sale of all or substantially all of the Company’s assets. They are also in a position to have significant influence to
prevent or cause a change in control of the Company. If in the future Messrs. Peltz and May were to acquire more
than a majority of the Company’s outstanding voting power, they would be able to determine the outcome of the
election of members of the Board of Directors and the outcome of corporate actions requiring majority stockholder
approval, including mergers, consolidations and the sale of all or substantially all of the Company’s assets. They would
also be in a position to prevent or cause a change in control of the Company.
The Company’s certificate of incorporation contains certain anti-takeover provisions and permits our Board of
Directors to issue preferred stock without stockholder approval and limits its ability to raise capital from
affiliates.
Certain provisions in the Company’s certificate of incorporation are intended to discourage or delay a hostile
takeover of control of the Company. The Company’s certificate of incorporation authorizes the issuance of shares of
“blank check” preferred stock, which will have such designations, rights and preferences as may be determined from
time to time by the Board of Directors. Accordingly, the Board of Directors is empowered, without stockholder
approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely
affect the voting power and other rights of the holders of its common stock. The preferred stock could be used to
discourage, delay or prevent a change in control of the Company that is determined by the Board of Directors to be
undesirable. Although the Company has no present intention to issue any shares of preferred stock, it cannot assure
you that it will not do so in the future.
The Companys certificate of incorporation prohibits the issuance of preferred stock to affiliates, unless offered
ratably to the holders of the Company’s Common Stock, subject to an exception in the event that the Company is in
financial distress and the issuance is approved by its audit committee. This prohibition limits the ability to raise
capital from affiliates.
Item 1B. Unresolved Staff Comments.
None.
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