SEC Comment Letter for KIMBERLY CLARK CORP (KMB) (CIK 0000055785) (KMB) — May 28, 2010
KIMBERLY CLARK CORP (KMB) (CIK 0000055785)
Date: May 28, 2010 · CIK: 0000055785 · Accession: 0000000000-10-030072
AI Filing Summary & Sentiment
Reasoning
Letter
RE: Kimberly-Clark Corporation Form 14A filed March 12, 2010 File No.: 1-00225 Dear Mr. Falk:
Mail Stop 20549-3561 May 28, 2010 via U.S. mail and facsimile
Thomas J. Falk, Chief Executive Officer Kimberly-Clark Corporation P.O. Box 619100 Dallas, TX 75261
We have reviewed your filing and have the following comment. If you disagree, we will consider your explanation as to why our comment is inapplicable. Please be as detailed as necessary in your explanation. We have asked you to provide us with additional information so we may better understand your disclosure. Please do so within the time frame set forth below. You should comply with the comments in all future filings, as applicable. Please confirm in writin g that you will do so and also explain to us how you intend to comply, within the time fram e set forth below. Please understand that after our review of your response, we may raise additional comments Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 14A filed March 12, 2010
1. We note the disclosure at the bottom of page 36 regarding company targets. You state that, in addition to the EPS and othe r targets in the table, you “also assessed performance against the other financ ial and strategic performance goals established at the beginning of 2009.” For example you appear to have awarded
Thomas J. Falk, Chief Executive Officer Kimberly-Clark Corporation May 28, 2010 Page 2 compensation based on consolidated cash provided by operations. Please revise future filings to disclose how you dete rmined the amount of such compensation, including whether a formula was used sim ilar to the other perf ormance targets. Also, revise to disclose how decisions regarding the "other" performance targets fit into your overall compen sation objectives and affected decisions regarding the other elements, including compensation paid according to the actual results disclosed in the table on page 36. Please provide a copy of the draft disclosure, with unknown quantified information omitted as appropriate. To the extent you believe compensation for all "other" perfor mance targets is immaterial, provide an explanation.
Closing Comments
As appropriate, please respond to the co mment within 10 business days or tell us when you will provide us with a response. Deta iled letters greatly facilitate our review. Please understand that we may have additiona l comments after reviewing your response to our comment. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that th e filings include all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in respons e to our comments on your filings.
Thomas J. Falk, Chief Executive Officer Kimberly-Clark Corporation May 28, 2010 Page 3 Please contact Susann Reilly at (202 ) 551-3236 or Jim Lopez at (202) 551-3536 with other questions. Sincerely, John Reynolds A s s i s t a n t D i r e c t o r Office of Beverages, Apparel and Health Care Services
cc: Thomas J. Falk, Chief Executive Officer Via facsimile to (972) 281-1212
Show Raw Text
Mail Stop 20549-3561 May 28, 2010 via U.S. mail and facsimile
Thomas J. Falk, Chief Executive Officer Kimberly-Clark Corporation P.O. Box 619100 Dallas, TX 75261
RE: Kimberly-Clark Corporation
Form 14A filed March 12, 2010 File No.: 1-00225
Dear Mr. Falk:
We have reviewed your filing and have the following comment. If you disagree,
we will consider your explanation as to why our comment is inapplicable. Please be as detailed as necessary in your explanation. We have asked you to provide us with
additional information so we may better understand your disclosure. Please do so within
the time frame set forth below. You should comply with the comments in all future filings, as applicable. Please confirm in writin g that you will do so and also explain to us
how you intend to comply, within the time fram e set forth below. Please understand that
after our review of your response, we may raise additional comments
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filings. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 14A filed March 12, 2010
1. We note the disclosure at the bottom of page 36 regarding company targets. You
state that, in addition to the EPS and othe r targets in the table, you “also assessed
performance against the other financ ial and strategic performance goals
established at the beginning of 2009.” For example you appear to have awarded
Thomas J. Falk, Chief Executive Officer
Kimberly-Clark Corporation May 28, 2010 Page 2
compensation based on consolidated cash provided by operations. Please revise
future filings to disclose how you dete rmined the amount of such compensation,
including whether a formula was used sim ilar to the other perf ormance targets.
Also, revise to disclose how decisions regarding the "other" performance targets
fit into your overall compen sation objectives and affected decisions regarding the
other elements, including compensation paid according to the actual results
disclosed in the table on page 36. Please provide a copy of the draft disclosure,
with unknown quantified information omitted as appropriate. To the extent you
believe compensation for all "other" perfor mance targets is immaterial, provide an
explanation.
Closing Comments
As appropriate, please respond to the co mment within 10 business days or tell us
when you will provide us with a response. Deta iled letters greatly facilitate our review.
Please understand that we may have additiona l comments after reviewing your response
to our comment. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing; staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States. In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Division of Corporation Finance in our
review of your filings or in respons e to our comments on your filings.
Thomas J. Falk, Chief Executive Officer Kimberly-Clark Corporation May 28, 2010 Page 3
Please contact Susann Reilly at (202 ) 551-3236 or Jim Lopez at (202) 551-3536
with other questions.
Sincerely, John Reynolds
A s s i s t a n t D i r e c t o r
Office of Beverages, Apparel and Health Care Services
cc: Thomas J. Falk, Chief Executive Officer
Via facsimile to (972) 281-1212