SEC Comment Letter for TEREX CORP (TEX) (CIK 0000097216) (TEX) — Dec 26, 2007
TEREX CORP (TEX) (CIK 0000097216)
Date: Dec. 26, 2007 · CIK: 0000097216 · Accession: 0000000000-07-062288
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-10702
Referenced dates: September 20, 2007
Letter
Mail Stop 6010 By U.S. Mail and facsim ile to (203) 226-2303 Eric I Cohen Senior Vice President, Secretary and General Counsel Terex Corporation 200 Nyala Farm Road Westport, CT 06880
Re: Terex Corporation Definitive 14A Filed April 4, 2007 File No. 001-10702
Dear Mr. Cohen:
We have reviewed your response letter dated September 20, 2007 and have the following comments. Please respond to our comments by December 19, 2007 or tell us by that time when you will provide us with a response. If the comments request revised disclosure in future filings, please confir m in writing that you will comply with the comments in your future filings and also ex plain to us how you intend to comply. We welcome any questions you may have about our comments or any other aspect of our review.
Executive Compensation Philosophy, page 18
1. We reissue our prior comment 1. We disa gree with your conclusion noted in the last paragraph of your response. In future filings, please describe in greater detail the nature and scope of your compensa tion consultants’ assignments and the material elements of the instructions or directions given to th em with respect to the performance of their duties under the engagement. See Item 407(e)(3)(iii) of Regulation S-K.
Annual Bonus, page 21
2. We note your response to our prior comme nt 3. Please provide a more detailed discussion supporting your conclusion that disclosure of the 2006 and 2007
Eric I Cohen Terex Corporation December 5, 2007 Page 2 Business Development and Financial/Cap ital Structure targets for Mr. DeFeo would result in competitive harm. For example, describe in your response letter the specific plans and ideas that comprise these targets and why disclosure would make it more difficult for the company to achieve such targets and would provide an advantage to the company’s competitors. Please provide as detailed analysis as possible, discussing in pa rticular, how disclosure of targets for past periods would cause competitive harm.
3. Please confirm that you will disclose in future filings the information in your response regarding the difficulty in achieving the target goals. In addition, in future filings, please provide greater detail regarding how difficult it would be for the named executive officers to achieve the undisclosed targets and qualitative performance measures. For example, consider discussing correlations between historical bonus practice and the incentive parameters set for the relevant fiscal period.
4. We note your response to our prior comme nt 5. It does not appear you have provided the information requested in the la st sentence of the comment. The table at the end of your response indicates that each named executive officer received a bonus greater than his target bonus. In li ght of this, please disclose in future filings the percentile of the benchm arked companies each named executive officer’s actual paid bonus represents. To the extent actual compensation was outside a targeted percentile range, please disclose why. For example, if a target bonus of $500,000 for a particular named executive officer represents the 50th percentile of benchmarked companies fo r officers holding similar positions and such officer actually received a bonus of $900,000, disclose th e percentile of benchmarked companies, using the same data set used in determining how targets compared to benchmarks, such actual bonus represents.
Summary Compensation Table, page 28
5. We note your response to prior comment 7. Please confirm you will disclose in future filings the information provided in your response.
Please contact me at (202) 551-3444 with any questions.
Sincerely,
Perry J. Hindin
Special Counsel
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December 5, 2007 Mail Stop 6010 By U.S. Mail and facsim ile to (203) 226-2303 Eric I Cohen Senior Vice President, Secretary and General Counsel Terex Corporation 200 Nyala Farm Road Westport, CT 06880 Re: Terex Corporation Definitive 14A Filed April 4, 2007 File No. 001-10702 Dear Mr. Cohen: We have reviewed your response letter dated September 20, 2007 and have the following comments. Please respond to our comments by December 19, 2007 or tell us by that time when you will provide us with a response. If the comments request revised disclosure in future filings, please confir m in writing that you will comply with the comments in your future filings and also ex plain to us how you intend to comply. We welcome any questions you may have about our comments or any other aspect of our review. Executive Compensation Philosophy, page 18 1. We reissue our prior comment 1. We disa gree with your conclusion noted in the last paragraph of your response. In future filings, please describe in greater detail the nature and scope of your compensa tion consultants’ assignments and the material elements of the instructions or directions given to th em with respect to the performance of their duties under the engagement. See Item 407(e)(3)(iii) of Regulation S-K. Annual Bonus, page 21 2. We note your response to our prior comme nt 3. Please provide a more detailed discussion supporting your conclusion that disclosure of the 2006 and 2007 Eric I Cohen Terex Corporation December 5, 2007 Page 2 Business Development and Financial/Cap ital Structure targets for Mr. DeFeo would result in competitive harm. For example, describe in your response letter the specific plans and ideas that comprise these targets and why disclosure would make it more difficult for the company to achieve such targets and would provide an advantage to the company’s competitors. Please provide as detailed analysis as possible, discussing in pa rticular, how disclosure of targets for past periods would cause competitive harm. 3. Please confirm that you will disclose in future filings the information in your response regarding the difficulty in achieving the target goals. In addition, in future filings, please provide greater detail regarding how difficult it would be for the named executive officers to achieve the undisclosed targets and qualitative performance measures. For example, consider discussing correlations between historical bonus practice and the incentive parameters set for the relevant fiscal period. 4. We note your response to our prior comme nt 5. It does not appear you have provided the information requested in the la st sentence of the comment. The table at the end of your response indicates that each named executive officer received a bonus greater than his target bonus. In li ght of this, please disclose in future filings the percentile of the benchm arked companies each named executive officer’s actual paid bonus represents. To the extent actual compensation was outside a targeted percentile range, please disclose why. For example, if a target bonus of $500,000 for a particular named executive officer represents the 50th percentile of benchmarked companies fo r officers holding similar positions and such officer actually received a bonus of $900,000, disclose th e percentile of benchmarked companies, using the same data set used in determining how targets compared to benchmarks, such actual bonus represents. Summary Compensation Table, page 28 5. We note your response to prior comment 7. Please confirm you will disclose in future filings the information provided in your response. Please contact me at (202) 551-3444 with any questions. Sincerely, Perry J. Hindin Special Counsel