DUBLIN Ohio Nelson Peltz and several affiliated investors in Wendy’s International Inc. are trying to take control of the quick-service company’s board by changing its size and seeking five board seats in addition to the three that were granted earlier in a deal with the group.
The move is widely scene as a calculation by Peltz to gain control of the company in one way or another. The investor and his associate, who collectively control a 9.8-percent stake in Wendy's, have already submitted a bid to buy the company. If a special board committee decides not to pursue a sale, one of several strategic alternatives the committee has been studying since April 2007, Peltz's proposed board changes would give him a majority of seats on the board.
According to securities documents filed by Peltz, several longtime business associates and a number of interrelated investment concerns, the group wants shareholders to consider an expansion of Wendy’s board to 15 directors from the current 13, with the participants grouped in three “classes.” Six directors would be elected to serve until 2011. Another five directors would have terms expiring next year, and the remaining four would serve until 2010.
If that restructuring is approved, the filing group said, it would nominate five directors to stand for election, and a sixth, current seatholder Jerry Levin, would would be put forward for re-election. Levin was one of three directors whose seats were allotted to Peltz in a dispute with Wendy's over the company's direction and continued independence. The other two directors are not up for relection at Wendy's annual meeting on April 24.
The first-time nominees would include Ulysses L. Bridgeman Jr., a franchisee of 160 Wendy’s units. The others the group said, would be Jeffrey Bloomberg, Kenneth Gilbert, Richard Mandell and Gregory Sachs.
Current board members up for re-election this year include Kerrii Anderson, Wendy’s chief executive.
If all six of the filing group’s nominees are elected, directors sympathetic to Peltz would hold eight seats and control the board.
The filing cited Wendy’s Jan. 28 announcement that a special committee of the board was in the final stages of reviewing “strategic options” for the company. The Peltz group said it hoped that the company would opt to sell itself, but indicated that it was submitting the board proposal just in case.
Included in the filing is a letter to Wendy’s headquarters. It seeks confirmation that the annual meeting will be held on April 24.
Wendy’s, which posted a gain in quarterly profit last week that it credited to cost-cutting measures, operates or franchises 6,600 restaurants worldwide.