SEC Comment Letter 0000000000-23-008054 to TOOTSIE ROLL INDUSTRIES INC (TR, TROLB) (CIK 0000098677) (TR)
TOOTSIE ROLL INDUSTRIES INC (TR, TROLB) (CIK 0000098677)
Date: July 27, 2023 · CIK: 0000098677 · Accession: 0000000000-23-008054
AI Filing Summary & Sentiment
File numbers found in text: 001-01361
Letter
United States securities and exchange commission logo July 27, 2023 Ellen Gordon Chief Executive Officer Tootsie Roll Industries, Inc. 7401 South Cicero Avenue Chicago, Illinois 60629 Re:Tootsie Roll Industries, Inc. Definitive Proxy Statement on Schedule 14A Filed March 23, 2023 File No. 001-01361 Dear Ellen Gordon: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed March 23, 2023 Pay vs Performance, page 18 1.We note your disclosure in footnote 1 that compensation actually paid is the same as the total compensation reported in the Summary Compensation Table. Please ensure that the pay versus performance table includes separate columns for the PEO's total compensation and the average total compensation for the non-PEO named executive officers for each covered fiscal year as reported in the Summary Compensation Table pursuant to Regulation S-K Item 402(v)(2). 2.It appears that you have not provided the relationship disclosures required by Regulation S-K Item 402(v)(5). Please ensure that you provide this required disclosure in its entirety. Although you may provide this information graphically, narratively, or a combination of the two, this disclosure must be separate from the pay versus performance table required by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not sufficient to state that no relationship exists, even if a particular measure is not used in setting compensation. 3.It appears that you may have intended the list of performance metrics at the bottom of page 18 to serve as your Tabular List of performance measures required pursuant to Regulation S-K Item 402(v)(6). Please ensure that you provide disclosure of at least three,
FirstName LastNameEllen Gordon Comapany NameTootsie Roll Industries, Inc. July 27, 2023 Page 2 FirstName LastName Ellen Gordon Tootsie Roll Industries, Inc. July 27, 2023 Page 2 but no more than seven, financial performance measures that are used to link compensation actually paid to company performance for the most recently completed fiscal year in accordance with Regulation S-K Item 402(v)(6). Please note that non- financial performance measures may also be included only if such measures are among your three to seven most important performance measures, and you have disclosed your most important three (or fewer, if you only use fewer) financial performance measures. Please contact Jane Park at 202-551-7439 or Charlie Guidry at 202-551-3621 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
July 27, 2023
Ellen Gordon
Chief Executive Officer
Tootsie Roll Industries, Inc.
7401 South Cicero Avenue
Chicago, Illinois 60629
Re:Tootsie Roll Industries, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 23, 2023
File No. 001-01361
Dear Ellen Gordon:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed March 23, 2023
Pay vs Performance, page 18
1.We note your disclosure in footnote 1 that compensation actually paid is the same as the
total compensation reported in the Summary Compensation Table. Please ensure that the
pay versus performance table includes separate columns for the PEO's total compensation
and the average total compensation for the non-PEO named executive officers for each
covered fiscal year as reported in the Summary Compensation Table pursuant to
Regulation S-K Item 402(v)(2).
2.It appears that you have not provided the relationship disclosures required by Regulation
S-K Item 402(v)(5). Please ensure that you provide this required disclosure in its entirety.
Although you may provide this information graphically, narratively, or a combination of
the two, this disclosure must be separate from the pay versus performance table required
by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate
relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not
sufficient to state that no relationship exists, even if a particular measure is not used in
setting compensation.
3.It appears that you may have intended the list of performance metrics at the bottom of
page 18 to serve as your Tabular List of performance measures required pursuant to
Regulation S-K Item 402(v)(6). Please ensure that you provide disclosure of at least three,
FirstName LastNameEllen Gordon
Comapany NameTootsie Roll Industries, Inc.
July 27, 2023 Page 2
FirstName LastName
Ellen Gordon
Tootsie Roll Industries, Inc.
July 27, 2023
Page 2
but no more than seven, financial performance measures that are used to link
compensation actually paid to company performance for the most recently completed
fiscal year in accordance with Regulation S-K Item 402(v)(6). Please note that non-
financial performance measures may also be included only if such measures are among
your three to seven most important performance measures, and you have disclosed your
most important three (or fewer, if you only use fewer) financial performance measures.
Please contact Jane Park at 202-551-7439 or Charlie Guidry at 202-551-3621 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program