TO: ALL CURRENT RECORD HOLDERS AND ACTUAL OWNERS OF ORDINARY SHARES OF WENDY’S (“WENDY’S”) AS OF FEBRUARY 14, 2019


YOU ARE HEREBY NOTIFIED that the aforementioned consolidated derivative share (the “Share”) is settled under the conditions set out in the Stipulation and Settlement Agreement dated February 14, 2019 (the “Stipulation”). The Stipulation further regulates and releases all claims that have been filed or may or may arise from a request by the Wendy’s Board of Directors arising out of the data breach at certain Wendy’s franchised restaurants. This summary notice is provided by order of the United States District Court for the Southern District of Ohio (the “Court”).

The action alleges claims against each of the individual defendants[1] for breach of a fiduciary duty. In accordance with the terms of the Settlement set out in the Stipulation, Wendy’s undertakes to adopt and / or maintain certain Measures within thirty (30) days of the issuance of the Order and the Final Judgment. The Measures will continue for at least three (3) years after the issuance of the Order and Final Judgment, subject to certain terms and conditions set out in the Stipulation. The Defendants have also agreed to charge the Board of Shareholders an indemnity for fees and expenses in the aggregate amount of $ 950,000 (the “Award of Fees”), subject to the approval of the Court. Certain Shareholders involved in the Action and who have made the Request may apply to the Court for an incentive award of up to $ 2,500 each (the “Incentive Prices”), which, subject to the approval of the Court, will be paid. from the attribution fee. The Defendants have denied and continue to deny each of the claims and allegations of wrongdoing raised in the Action. This summary should be read in conjunction with, and is qualified in its entirety by reference to the text of the Stipulation.[2]

[1] Unless otherwise defined, all capitalized terms used herein shall have the meanings specified in the Stipulation.

[2] A copy of the Stipulation has been filed with the Court and can also be viewed in the Investor Relations section of Wendy’s website.

On Thursday, September 2, 2021 at 10:00 am, a hearing (the “Settlement Hearing”) will be conducted by virtual videoconference and teleconference by the United States District Court for the Southern District of Ohio. Lawyers of record and appropriate opponents will receive an invitation to the video conference at the email address registered in CM / ECF. Non-participants can join the hearing by teleconference by calling: 1 (517) 317-3122; Access code: 854-573-445. Teleconference login details will be posted in the Investor Relations section of the Company’s website https://www.irwendys.com/home/default.aspx, at least seven (7) days prior to the hearing. The Court may, at its discretion, change the date and / or time of the hearing without further notice. If you intend to attend the hearing, please refer to the above website for any changes to the date, time or format of the hearing. This Settlement Hearing is to determine whether the proposed Settlement under the terms and conditions provided in the Stipulation is fair, reasonable and adequate and should be approved; hear and rule on any objections; determine whether the order and final judgment should be entered; determine the amount of fees and expenses which should be allocated to the Board of Shareholders; and determine the amount of any Incentive Bonus to be paid to Shareholders.[1]

This Summary Notice provides a condensed overview of certain provisions of the Clause and the full Proposed Settlement Notice (the “Notice”). This is not a complete account of the events of the Action or the Request, nor of the conditions set out in the Provision. For more information on the claims raised in the Action, the allegations raised in the Claim and the terms of the proposed Settlement, you may consult the Stipulation and other documents filed in the Action at the office of the clerk of the district court of United States at any time during working hours. In addition, copies of the Stipulation and Notice are available in the Investor Relations section of the Company’s website. Inquiries regarding the proposed settlement may also be directed to counsel for plaintiff Graham: Nina M. Varindani, Faruqi & Faruqi, LLP, 685 3rd Avenue, 26e Floor, New York, New York 10017, (212) 983-9330; Richard S. Wayne, Strauss Troy, 150 E. Fourth Street, Cincinnati, OH 45202-4018, (513) 621-2120.

You can come to court, at your own expense, individually or through counsel of your choice. If you wish to object to the Settlement Hearing, you must be a Current Shareholder of Wendy’s and you must first comply with the objection procedures, which are set out in the Stipulation and its attachments, including the Notice. . Any objection to any aspect of the Settlement must be filed with the Registrar of the Court no later than August 12, 2021. [21 days before the Settlement Hearing], in accordance with the procedures set out in the Stipulation and the Notice. Any objection cannot exceed twenty-five (25) pages. Any current Wendy’s Shareholder who does not object in accordance with these procedures will be bound by the Order and Final Judgment of the Court granting final approval of the Settlement and any waivers of claims therein, and will be deemed to have waived the right. opposition (including the right of appeal) and it will forever be prohibited, in that or any other proceeding, to raise such an objection.

[1] Pursuant to the Stipulation, the maximum amount of aggregate fees and expenses that will be requested by Shareholders’ Counsel is $ 950,000.

PLEASE DO NOT CONTACT THE COURT OR THE OFFICE OF THE REGISTRAR ABOUT THIS SUMMARY NOTICE.


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