SEC Company Response from TEREX CORP (TEX) (CIK 0000097216) (TEX) — Dec 18, 2007
TEREX CORP (TEX) (CIK 0000097216)
Date: Dec. 18, 2007 · CIK: 0000097216 · Accession: 0000097216-07-000373
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-10702
Referenced dates: December 5, 2007
Letter
Securities and Exchange Commission Division of Corporation Finance Washington, DC 20540-6010 Re: Terex Corporation Definitive 14A Filed April 4, 2007, File No. 001-10702 (the “Definitive 14A”)
Dear Mr. Hindin:
I have received a copy of your letter dated December 5, 2007 conveying the comments of the staff of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing. The following sets forth the text of each of the items addressed in your letter and the response of Terex Corporation (“Terex” or the “Company”) with respect to each of such items.
Definitive 14A Filed April 4, 2007
Executive Compensation Philosophy, page 18
Comment:
1. We reissue our prior comment 1. We disagree 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 compensation consultants’ assignments and the material elements of the instructions or directions given to them with respect to the performance of their duties under the engagement. See Item 407(e)(3)(iii) of Regulation S-K.
Response:
In its applicable future filings, the Company will describe in greater detail the nature and scope of its compensation consultants’ assignments and the material elements of the instructions or directions given to them with respect to the performance of their duties under the engagement.
Perry J. Hindin
Securities and Exchange Commission
December 18, 2007
Page 2 of
Annual Bonus, page 21
Comment:
2. We note your response to our prior comment 3. Please provide a more detailed discussion supporting your conclusion that disclosure of the 2006 and 2007 Business Development and Financial/Capital 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 particular, how disclosure of targets for past periods would cause competitive harm.
Response:
The Company is hereby amending its response to your prior comment 3 by revising the table set forth below to include a discussion of the 2006 and 2007 Business Development and Financial/Capital Structure targets for Mr. DeFeo. The Company will include comparable information in the future unless a determination is made that such disclosure would result in competitive harm to the Company. To the extent that the Company believes that disclosures of such targets and performance measures is not required because it would result in competitive harm, the Company will provide in its applicable future filings information regarding the difficulty in achieving the target goals and why such disclosures would provide an advantage to the Company’s competitors.
The following table provides a listing of the qualitative performance measures considered by the Committee in awarding the CEO’s 2006 bonus:
Performance Measure
Weighting (%)
Excerpt of Goals
Talent Development, Diversity and Succession Planning
30%
Hire/Promote senior executives as appropriate. Develop written Diversity Strategy. Development of high potential team members.
Financial Controls, Ethics and Information Technology
20%
Strengthen financial controls. Implement online ethics training and new information technology system. Enhance financial and tax staff.
Corporate Operational Initiatives
15%
Implement supply chain purchasing savings initiatives. Train/develop people to enhance the Company’s operating capabilities.
Marketing and Branding
10%
Build marketing capabilities, including enhancing marketing staff, receiving better market share data and developing brand research.
Development of New Markets
10%
Focus on developing and expanding further into China markets. Complete sales process for certain businesses of the Company.
Making Terex a Better Place to Work
5%
Continue to improve team member communication and satisfaction.
Perry J. Hindin
Securities and Exchange Commission
December 18, 2007
Page 3 of
Terex Business System
5%
Enhanced training and development for senior and operations leaders. Continue development/implementation of measurement system.
Capital Structure and Transformation
5%
Redeem high-cost, high yield debt and explore uses of the Company’s cash.
The following table provides a detailed listing of the qualitative performance measures that will be considered by the Committee in awarding the CEO’s 2007 bonus:
Performance Measure
Weighting (%)
Excerpt of Goals
Talent Development, Diversity and Succession Planning
15%
Develop and diversify talent base. Implement new programs to recruit and retain talent.
Financial Controls, Ethics and Information Technology
15%
Strengthen financial controls and continue to enhance finance and tax staff. Develop future tax strategy plans.
Corporate Operational Initiatives
20%
Enhance supply chain purchasing savings initiatives. Continue to train/develop people to enhance the Company’s operating capabilities.
Corporate Marketing Initiatives
20%
Continue to build marketing capabilities, including analyzing and acting upon market share and research data.
Making Terex a Better Place to Work
10%
Continue to improve team member communication and satisfaction. Increase focus on team member health and safety.
Business Development
10%
Continue to pursue mergers and acquisitions that are attractive to the Company including Asian businesses as well as bolt-on transactions.
Financial Structure
10%
Support business development goals and continue to use the Company’s balance sheet, including to implement the Company’s stock repurchase program.
Comment:
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.
Response:
To the extent that the Company believes that disclosures of targets and performance measures is
Perry J. Hindin
Securities and Exchange Commission
December 18, 2007
Page 4 of
not required because it would result in competitive harm such that it may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, the Company will provide in its applicable future filings information regarding the difficulty in achieving the target goals. In addition, in its applicable future filings, the Company will provide greater detail regarding how difficult it will be for the named executive officers to achieve the qualitative performance measures.
Comment:
4. We note your response to our prior comment 5. It does not appear you have provided the information requested in the last 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 light of this, please disclose in future filings the percentile of the benchmarked 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 for officers holding similar positions and such officer actually received a bonus of $900,000, disclose the percentile of benchmarked companies, using the same data set used in determining how targets compared to benchmarks, such actual bonus represents.
Response:
In its applicable future filings, the Company will disclose the approximate percentile or quartile of the benchmarked companies that each named executive officer’s actual paid bonus represents.
Summary Compensation Table, page 28
Comment:
5. We note your response to prior comment 7. Please confirm you will disclose in future filings the information provided in your response.
Response:
In its applicable future filings, the Company will disclose the information provided in our response to your prior comment 7.
If we can be of any further assistance with respect to this matter, please do not hesitate to contact me.
Very truly yours,
/s/ Eric I Cohen
Show Raw Text
CORRESP
1
filename1.htm
Eric I
Cohen
Senior
Vice President, Secretary
and
General Counsel
Telephone: (203) 222-5950
Facsimile: (203)
227-1647
E-mail: ecohen@terex.com
December
18, 2007
Perry J.
Hindin
Securities and Exchange Commission
Division
of Corporation Finance
One
Station Place
100 F
Street, NE
Washington, DC 20540-6010
Re:
Terex Corporation Definitive 14A Filed April 4, 2007,
File No. 001-10702
(the “Definitive 14A”)
Dear Mr.
Hindin:
I have received a copy of your letter dated December 5, 2007 conveying the
comments of the staff of the Securities and Exchange Commission (the
“Commission”) on the above-referenced filing. The following sets forth the text
of each of the items addressed in your letter and the response of Terex Corporation
(“Terex” or the “Company”) with respect to each of such
items.
Definitive 14A Filed April 4, 2007
Executive Compensation Philosophy, page 18
Comment:
1.
We reissue our prior comment 1. We disagree 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 compensation consultants’ assignments and the material
elements of the instructions or directions given to them with respect to the performance of
their duties under the engagement. See Item 407(e)(3)(iii) of Regulation
S-K.
Response:
In its
applicable future filings, the Company will describe in greater detail the nature and scope
of its compensation consultants’ assignments and the material elements of the
instructions or directions given to them with respect to the performance of their duties
under the engagement.
Perry J.
Hindin
Securities
and Exchange Commission
December
18, 2007
Page 2 of
4
Annual Bonus, page 21
Comment:
2.
We note your response to our prior comment 3. Please provide a more
detailed discussion supporting your conclusion that disclosure of the 2006 and 2007
Business Development and Financial/Capital 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 particular, how
disclosure of targets for past periods would cause competitive harm.
Response:
The
Company is hereby amending its response to your prior comment 3 by revising the table set
forth below to include a discussion of the 2006 and 2007 Business Development and
Financial/Capital Structure targets for Mr. DeFeo. The Company will include comparable
information in the future unless a determination is made that such disclosure would result
in competitive harm to the Company. To the extent that the Company believes that
disclosures of such targets and performance measures is not required because it would
result in competitive harm, the Company will provide in its applicable future filings
information regarding the difficulty in achieving the target goals and why such disclosures
would provide an advantage to the Company’s competitors.
The
following table provides a listing of the qualitative performance measures considered by
the Committee in awarding the CEO’s 2006 bonus:
Performance Measure
Weighting (%)
Excerpt of Goals
Talent Development, Diversity and Succession
Planning
30%
Hire/Promote senior executives as appropriate. Develop
written Diversity Strategy. Development of high potential team
members.
Financial Controls, Ethics and Information
Technology
20%
Strengthen financial controls. Implement online ethics
training and new information technology system. Enhance financial and tax
staff.
Corporate Operational Initiatives
15%
Implement supply chain purchasing savings initiatives.
Train/develop people to enhance the Company’s operating
capabilities.
Marketing and Branding
10%
Build marketing capabilities, including enhancing marketing
staff, receiving better market share data and developing brand
research.
Development of New Markets
10%
Focus on developing and expanding further into China
markets. Complete sales process for certain businesses of the
Company.
Making Terex a Better Place to Work
5%
Continue to improve team member communication and
satisfaction.
Perry J.
Hindin
Securities
and Exchange Commission
December
18, 2007
Page 3 of
4
Terex Business System
5%
Enhanced training and development for senior and operations
leaders. Continue development/implementation of measurement
system.
Capital Structure and Transformation
5%
Redeem high-cost, high yield debt and explore uses of the
Company’s cash.
The
following table provides a detailed listing of the qualitative performance measures that
will be considered by the Committee in awarding the CEO’s 2007 bonus:
Performance Measure
Weighting (%)
Excerpt of Goals
Talent Development, Diversity and Succession
Planning
15%
Develop and diversify talent base. Implement new programs to
recruit and retain talent.
Financial Controls, Ethics and Information
Technology
15%
Strengthen financial controls and continue to enhance
finance and tax staff. Develop future tax strategy plans.
Corporate Operational Initiatives
20%
Enhance supply chain purchasing savings initiatives.
Continue to train/develop people to enhance the Company’s operating
capabilities.
Corporate Marketing Initiatives
20%
Continue to build marketing capabilities, including
analyzing and acting upon market share and research data.
Making Terex a Better Place to Work
10%
Continue to improve team member communication and
satisfaction. Increase focus on team member health and safety.
Business Development
10%
Continue to pursue mergers and acquisitions that are
attractive to the Company including Asian businesses as well as bolt-on
transactions.
Financial Structure
10%
Support business development goals and continue to use the
Company’s balance sheet, including to implement the Company’s
stock repurchase program.
Comment:
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.
Response:
To the
extent that the Company believes that disclosures of targets and performance measures
is
Perry J.
Hindin
Securities
and Exchange Commission
December
18, 2007
Page 4 of
4
not
required because it would result in competitive harm such that it may omit this information
under Instruction 4 to Item 402(b) of Regulation S-K, the Company will provide in its
applicable future filings information regarding the difficulty in achieving the target
goals. In addition, in its applicable future filings, the Company will provide greater
detail regarding how difficult it will be for the named executive officers to achieve the
qualitative performance measures.
Comment:
4.
We note your response to our prior comment 5. It does not appear you have
provided the information requested in the last 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 light of this, please disclose in future filings the percentile
of the benchmarked 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 for
officers holding similar positions and such officer actually received a bonus of $900,000,
disclose the percentile of benchmarked companies, using the same data set used in
determining how targets compared to benchmarks, such actual bonus
represents.
Response:
In its
applicable future filings, the Company will disclose the approximate percentile or quartile
of the benchmarked companies that each named executive officer’s actual paid bonus
represents.
Summary Compensation Table, page 28
Comment:
5.
We note your response to prior comment 7. Please confirm you will
disclose in future filings the information provided in your response.
Response:
In its
applicable future filings, the Company will disclose the information provided in our
response to your prior comment 7.
If we can be of any further assistance with respect to this matter, please
do not hesitate to contact me.
Very truly yours,
/s/ Eric I Cohen
cc:
Ronald M. DeFeo