SEC Comment Letter 0000000000-23-008640 to HEALTHCARE SERVICES GROUP INC (HCSG) (CIK 0000731012) (HCSG)
HEALTHCARE SERVICES GROUP INC (HCSG) (CIK 0000731012)
Date: Aug. 9, 2023 · CIK: 0000731012 · Accession: 0000000000-23-008640
AI Filing Summary & Sentiment
File numbers found in text: 000-12015
Letter
United States securities and exchange commission logo August 9, 2023 Theodore Wahl Chief Executive Officer Healthcare Services Group, Inc. 3220 Tillman Drive Bensalem, PA 19020 Re:Healthcare Services Group, Inc. Definitive Proxy Statement on Schedule 14A Filed April 28, 2023 File No. 000-12015 Dear Theodore Wahl: 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 April 28, 2023 Pay versus Performance, page 25 1.Please clarify the peer group you have used for purposes of the peer group total shareholder return column in the pay versus performance table. Refer to footnote 4 where you indicate that you have not identified a peer group based on either industry classification or financial characteristics. It also appears that your peer group is not the same as the index you use for disclosures under Regulation S-K Item 402(b), since that index is based upon financial characteristics. Regulation S-K Item 402(v)(2)(iv) requires that you use the same index or issuers you use for purposes of Regulation S-K Item 201(e)(1)(ii) or, if applicable, the companies you use as a peer group for purposes of your Regulation S-K Item 402(b) disclosures. If the peer group is not a published industry or line-of-business index, the identity of the issuers composing the group must be disclosed in a footnote. 2.We note that in naming your non-PEO named executive officers, you include Mr. McBryan “in his role as Executive Vice President, Chief Revenue Officer & Director.” It is not clear whether this is intended to be limiting disclosure. If so, please ensure that the amounts reported for the Summary Compensation Table total and compensation actually paid in the pay versus performance table include all compensation required under Regulation S-K Item 402(v)(2)(ii) and (iii). Refer to C&DI Question 128D.02
FirstName LastNameTheodore Wahl Comapany NameHealthcare Services Group, Inc. August 9, 2023 Page 2 FirstName LastName Theodore Wahl Healthcare Services Group, Inc. August 9, 2023 Page 2 regarding exclusion of other non-NEO compensation and the change in value of awards during the executive’s tenure as a NEO, which should be included in the calculation of compensation actually paid. 3.Please provide a clear description of the relationship between your total shareholder return and the total shareholder return of the peer group you selected for your pay versus performance table, as required by Regulation S-K Item 402(v)(5)(iv). Please contact Cheryl Brown at 202-551-3905 or Amanda Ravitz at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
August 9, 2023
Theodore Wahl
Chief Executive Officer
Healthcare Services Group, Inc.
3220 Tillman Drive
Bensalem, PA 19020
Re:Healthcare Services Group, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 28, 2023
File No. 000-12015
Dear Theodore Wahl:
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 April 28, 2023
Pay versus Performance, page 25
1.Please clarify the peer group you have used for purposes of the peer group total
shareholder return column in the pay versus performance table. Refer to footnote 4 where
you indicate that you have not identified a peer group based on either industry
classification or financial characteristics. It also appears that your peer group is not the
same as the index you use for disclosures under Regulation S-K Item 402(b), since that
index is based upon financial characteristics. Regulation S-K Item 402(v)(2)(iv)
requires that you use the same index or issuers you use for purposes of Regulation S-K
Item 201(e)(1)(ii) or, if applicable, the companies you use as a peer group for purposes of
your Regulation S-K Item 402(b) disclosures. If the peer group is not a published industry
or line-of-business index, the identity of the issuers composing the group must be
disclosed in a footnote.
2.We note that in naming your non-PEO named executive officers, you include Mr.
McBryan “in his role as Executive Vice President, Chief Revenue Officer & Director.” It
is not clear whether this is intended to be limiting disclosure. If so, please ensure that the
amounts reported for the Summary Compensation Table total and compensation actually
paid in the pay versus performance table include all compensation required under
Regulation S-K Item 402(v)(2)(ii) and (iii). Refer to C&DI Question 128D.02
FirstName LastNameTheodore Wahl
Comapany NameHealthcare Services Group, Inc.
August 9, 2023 Page 2
FirstName LastName
Theodore Wahl
Healthcare Services Group, Inc.
August 9, 2023
Page 2
regarding exclusion of other non-NEO compensation and the change in value of awards
during the executive’s tenure as a NEO, which should be included in the calculation of
compensation actually paid.
3.Please provide a clear description of the relationship between your total shareholder return
and the total shareholder return of the peer group you selected for your pay versus
performance table, as required by Regulation S-K Item 402(v)(5)(iv).
Please contact Cheryl Brown at 202-551-3905 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program