SEC Comment Letter 0000000000-24-009961 to PARK OHIO HOLDINGS CORP (PKOH) (CIK 0000076282) (PKOH)
PARK OHIO HOLDINGS CORP (PKOH) (CIK 0000076282)
Date: Sept. 3, 2024 · CIK: 0000076282 · Accession: 0000000000-24-009961
AI Filing Summary & Sentiment
File numbers found in text: 000-03134
Letter
September 3, 2024 Matthew Crawford Chairman, Chief Executive Officer and President Park-Ohio Holdings Corp. 6065 Parkland Boulevard Cleveland, OH 44124 Re:Park-Ohio Holdings Corp. Definitive Proxy Statement on Schedule 14A Filed April 17, 2024 File No. 000-03134 Dear Matthew Crawford: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comment(s). Please respond to this letter by providing the requested information and/or confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Definitive Proxy Statement on Schedule 14A Pay Versus Performance Table, page 28 1.We note that you have included net income (loss) attributable to shareholders in column (h) of your pay versus performance table in lieu of net income as required by Item 402(v)(2)(v) of Regulation S-K. Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table. Refer to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that you may voluntarily provide supplemental measures of net income or financial performance, so long as any additional disclosure is “clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3. Refer to the reconciliation tables in footnote 2 in your pay versus performance table. It is unclear what amounts are reflected in the row titled “year-over-year change in fair value 2.
September 3, 2024 Page 2 of equity awards granted in prior years that vested in the covered year.” Specifically, equity awards granted in prior years that vest during the relevant year should be valued as the difference between the fair value as of the end of the prior fiscal year and the vesting date, not the “year-over-year” change in value. Please ensure that your table descriptions reflect the amounts used to calculate compensation actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Aliya Ishmukhamedova at 202-551-7519 or Laura Nicholson at 202-551- 3584 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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September 3, 2024
Matthew Crawford
Chairman, Chief Executive Officer and President
Park-Ohio Holdings Corp.
6065 Parkland Boulevard
Cleveland, OH 44124
Re:Park-Ohio Holdings Corp.
Definitive Proxy Statement on Schedule 14A
Filed April 17, 2024
File No. 000-03134
Dear Matthew Crawford:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance Table, page 28
1.We note that you have included net income (loss) attributable to shareholders in column
(h) of your pay versus performance table in lieu of net income as required by Item
402(v)(2)(v) of Regulation S-K. Please include net income (loss), as reported in your
audited GAAP financial statements, in column (h) for all years covered by the table. Refer
to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that
you may voluntarily provide supplemental measures of net income or financial
performance, so long as any additional disclosure is “clearly identified as supplemental,
not misleading, and not presented with greater prominence than the required disclosure.”
See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134
(September 8, 2022)] at Section II.F.3.
Refer to the reconciliation tables in footnote 2 in your pay versus performance table. It is
unclear what amounts are reflected in the row titled “year-over-year change in fair value 2.
September 3, 2024
Page 2
of equity awards granted in prior years that vested in the covered year.” Specifically,
equity awards granted in prior years that vest during the relevant year should be valued as
the difference between the fair value as of the end of the prior fiscal year and the vesting
date, not the “year-over-year” change in value. Please ensure that your table descriptions
reflect the amounts used to calculate compensation actually paid. Refer to Item
402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Aliya Ishmukhamedova at 202-551-7519 or Laura Nicholson at 202-551-
3584 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program