SEC Comment Letter for GRAY MEDIA, (GTN) — Sep 1, 2011
GRAY MEDIA, INC
Date: Sept. 1, 2011 · CIK: 0000043196 · Accession: 0000000000-11-052613
AI Filing Summary & Sentiment
File numbers found in text: 001-13796
Referenced dates: August 2, 2011
Letter
September 1, 2011 Via E-mail Hilton H. Howell, Jr. Vice-Chairman and Chief Executive Officer Gray Television, Inc. 4370 Peachtree Road, NE Atlanta, Georgia 30319 Re: Gray Television, Inc. Form 10-K for fiscal year ended December 31, 2010 And Documents Incorporated by Reference Filed March 11, 2011 File No. 001-13796
Dear Mr. Howell: We have reviewed your response dated August 30, 2011 and have the following comment. Please comply with the following comment in future filings. Confirm in writing that you will do so and explain to us how you intend to comply. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within te n business days by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your response.
After reviewing the information you provide in response to this comment, we may have additional comments. Form 10-K for fiscal year ended December 31, 2010
Definitive Proxy Statement filed on Sche dule 14A Incorporated by Reference
Executive Compensation, page 21
Compensation Discussion and Analysis, page 21
1. We note your response to comment two in our letter dated August 2, 2011; specifically, your belief that disclosure of the individua l performance objectives taken into account when determining the annual incentive compensation awards for your named executive officers would result in competitive harm and may be omitted pursuant to Instruction 4 to Item 402(b) of Regulation S-K. Please pr ovide in your response letter a detailed
Hilton H. Howell, Jr. Gray Television, Inc. September 1, 2011 Page 2
explanation of such conclusion. If you believe you have a sufficient basis to keep the information confidential, disclose in futu re filings how difficult it would be for the executives to achieve the undisc losed performance objectives or goals. Please note that general statements regarding the level of di fficulty or ease associated with achieving the goals are not sufficient. In discussing how di fficult it will be for an executive to achieve the individual performance goals, provide as much detail as necessary without providing information that would result in competitive harm. For further guidance, please refer to Question 118.04 in our Regula tion S-K Compliance and Disc losure Interpretations, available on our website at www.sec.gov/divisions/corpfi n/guidance/regs-kinterp.htm
Please contact Reid Hooper, Attorney-A dviser, at (202) 551-3359, Jessica Plowgian, Attorney-Adviser, at (202) 551-3367, or me , at (202) 551-3810, with any questions. Sincerely, /s/ Celeste M. Murphy for Larry Spirgel A s s i s t a n t D i r e c t o r
cc: Via E-mail
Mark L. Hanson, Esq. Jones Day
Show Raw Text
September 1, 2011
Via E-mail
Hilton H. Howell, Jr. Vice-Chairman and Chief Executive Officer Gray Television, Inc. 4370 Peachtree Road, NE Atlanta, Georgia 30319
Re: Gray Television, Inc.
Form 10-K for fiscal year ended December 31, 2010
And Documents Incorporated by Reference Filed March 11, 2011 File No. 001-13796
Dear Mr. Howell:
We have reviewed your response dated August 30, 2011 and have the following
comment. Please comply with the following comment in future filings. Confirm in writing that
you will do so and explain to us how you intend to comply.
In our comment, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
After reviewing the information you provide in response to this comment, we may have
additional comments. Form 10-K for fiscal year ended December 31, 2010
Definitive Proxy Statement filed on Sche dule 14A Incorporated by Reference
Executive Compensation, page 21
Compensation Discussion and Analysis, page 21
1. We note your response to comment two in our letter dated August 2, 2011; specifically,
your belief that disclosure of the individua l performance objectives taken into account
when determining the annual incentive compensation awards for your named executive officers would result in competitive harm and may be omitted pursuant to Instruction 4 to
Item 402(b) of Regulation S-K. Please pr ovide in your response letter a detailed
Hilton H. Howell, Jr.
Gray Television, Inc. September 1, 2011 Page 2
explanation of such conclusion. If you believe you have a sufficient basis to keep the
information confidential, disclose in futu re filings how difficult it would be for the
executives to achieve the undisc losed performance objectives or goals. Please note that
general statements regarding the level of di fficulty or ease associated with achieving the
goals are not sufficient. In discussing how di fficult it will be for an executive to achieve
the individual performance goals, provide as much detail as necessary without providing
information that would result in competitive harm. For further guidance, please refer to
Question 118.04 in our Regula tion S-K Compliance and Disc losure Interpretations,
available on our website at www.sec.gov/divisions/corpfi n/guidance/regs-kinterp.htm
Please contact Reid Hooper, Attorney-A dviser, at (202) 551-3359, Jessica Plowgian,
Attorney-Adviser, at (202) 551-3367, or me , at (202) 551-3810, with any questions.
Sincerely,
/s/ Celeste M. Murphy for
Larry Spirgel
A s s i s t a n t D i r e c t o r
cc: Via E-mail
Mark L. Hanson, Esq.
Jones Day