UPDATE 1-Peltz to nominate Wendy's board candidates
(Adds details from filing, background on Peltz bid, Wendy's recent quarterly results, share activity, byline; previous NEW YORK)
LOS ANGELES, Feb 11 (Reuters) - Nelson Peltz's Trian Partners said on Monday it has sent a letter to Wendy's International Inc (WEN.N), notifying the restaurant chain Trian intends to nominate board candidates at Wendy's upcoming annual shareholders' meeting.
Billionaire investor Peltz's Triarc Cos Inc TRY.N, which owns the Arby's fast-food chain, said in November it made a bid for Wendy's that was below the $37 and $41 a share it was prepared to offer in July.
Trian Partners and its affiliates control nearly 8.6 million shares, or about 9.8 percent, of Wendy's outstanding shares.
In a filing to the U.S. Securities and Exchange Commission, Trian said it will propose that Wendy's amend its regulations to increase its board to 15 from 13. It would also increase to six the number of directors authorized to be up for a vote at the annual meeting.
A second proposal would fix the number of board members authorized to be in different classes determined by the year their terms expire.
If Wendy's shareholders approve the proposals, Trian Partners would nominate the following board candidates: Jerry Levin, Jeffrey Bloomberg, Ulysses Bridgeman, Kenneth Gilbert, Richard Mandell and Gregory Sachs.
If shareholders reject the amendment proposals, Trian said it would nominate Levin, Bridgeman, Gilbert, and Mandell for election to the board.
If more than six directors are to be elected at the annual meeting, Trian reserved the right to nominate additional candidates. If, due to death or disability, any nominee or additional nominee is unable to stand for election at the annual meeting, Trian Partners reserved the right to nominate Michele Griffiths.
Levin, a Wendy's director since 2006, is also chairman at Sharper Image Corp.
Bloomberg, a former investor banker, has been on the board of Nortek Inc since 2005.
Bridgeman is the president and owner of Manna Inc, which together with other Bridgeman-owned entities, operates 160 Wendy's.
Gilbert is a director of Trian Acquisition I Corp.
Mandell, a former Wendy's franchisee, is also on the Trian Acquisition I board.
Sachs is a director at Deerfield Capital Corp.
Griffiths has served as an independent consultant from 1997 until 2008.
Wendy's said on Jan. 28 it believes it is in the final stages of reviewing its strategic options.
Last week, the hamburger chain posted a higher quarterly profit as cost-cutting helped offset a sales decline at hamburger restaurants open at least 15 months.
Wendy's shares were up 14 cents, or less than 1 percent, at $23.29 in midday trading on the New York Stock Exchange. (Additional reporting by Nicole Maestri; Editing by Andre Grenon)
