SEC Comment Letter for UNITIL CORP (UTL) (CIK 0000755001) (UTL) — Oct 12, 2010
UNITIL CORP (UTL) (CIK 0000755001)
Date: Oct. 12, 2010 · CIK: 0000755001 · Accession: 0000000000-10-059970
AI Filing Summary & Sentiment
File numbers found in text: 001-8858
Referenced dates: September 23, 2010
Letter
October 12, 2010 Robert G. Schoenberger Chief Executive Officer and President Unitil Corporation 6 Liberty Lane West Hampton, New Hampshire 03842 Re: Unitil Corporation Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 10, 2010 Definitive Proxy Statement on Schedule 14A Filed March 4, 2010 File No. 001-8858
Dear Mr. Schoenberger: We have reviewed your letter dated Octobe r 4, 2010 and have the following comments. You should comply with the comments in all futu re filings, as applicable. Please confirm in writing that you will do so, and also explain to us in sufficient detail for an understanding of the disclosure how you intend to comply by pr oviding us with your proposed revisions.
Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2009
Management’s Report on Internal Cont rol over Financial Reporting, page 85
1. We note your response to comment four from our letter dated September 23, 2010. Please confirm whether your management concluded that your internal control over financial reporting was effective as of the end of the period covered by the report.
Robert G. Schoenberger Unitil, Inc. October 12, 2010 Page 2
Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 27
Risk and Broad-Based Comp ensation Programs, page 16
2. We note in your response to comment eight from our letter dated September 23, 2010 that you use several published surveys and these su rveys are confidential and do not disclose participants by position or survey scope. Howe ver, it is unclear whether you are using the survey data for a general understanding of comp ensation practices or as a reference point to base compensation decisions. Please revise to clarify your disclosure. For guidance, refer to Question 118.05 of the Division of Corporat ion Finance Compliance and Disclosure Interpretations (Regulation S-K), wh ich is available on our website at www.sec.gov . Base Salary, page 28
3. We note your response to comment nine from our letter dated September 23, 2010. Please confirm that you will incorporate your response to comment nine, as appropriate, in to your future filings. Performance Objectives and Measures for Incentive Compensation, page 32
4. We note your response to comment 10 from our letter dated September 23, 2010. Please confirm that you will provide the results to your and USource’s Incentive Plan and Restricted Stock Plan performance objectives in future filings.
Please contact Robert Errett, Staff Attorn ey at (202) 551-3225 or Brigitte Lippmann, Special Counsel at (202) 551-3713 or me at (202) 551-3720 with any questions.
Sincerely,
H. Christopher Owings
Assistant Director
Show Raw Text
October 12, 2010
Robert G. Schoenberger Chief Executive Officer and President Unitil Corporation 6 Liberty Lane West Hampton, New Hampshire 03842
Re: Unitil Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 10, 2010 Definitive Proxy Statement on Schedule 14A Filed March 4, 2010 File No. 001-8858
Dear Mr. Schoenberger:
We have reviewed your letter dated Octobe r 4, 2010 and have the following comments.
You should comply with the comments in all futu re filings, as applicable. Please confirm in
writing that you will do so, and also explain to us in sufficient detail for an understanding of the
disclosure how you intend to comply by pr oviding us with your proposed revisions.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2009
Management’s Report on Internal Cont rol over Financial Reporting, page 85
1. We note your response to comment four from our letter dated September 23, 2010. Please
confirm whether your management concluded that your internal control over financial
reporting was effective as of the end of the period covered by the report.
Robert G. Schoenberger
Unitil, Inc. October 12, 2010 Page 2
Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 27
Risk and Broad-Based Comp ensation Programs, page 16
2. We note in your response to comment eight from our letter dated September 23, 2010 that
you use several published surveys and these su rveys are confidential and do not disclose
participants by position or survey scope. Howe ver, it is unclear whether you are using the
survey data for a general understanding of comp ensation practices or as a reference point to
base compensation decisions. Please revise to clarify your disclosure. For guidance, refer to
Question 118.05 of the Division of Corporat ion Finance Compliance and Disclosure
Interpretations (Regulation S-K), wh ich is available on our website at www.sec.gov
.
Base Salary, page 28
3. We note your response to comment nine from our letter dated September 23, 2010. Please
confirm that you will incorporate your response to comment nine, as appropriate, in to your
future filings.
Performance Objectives and Measures for Incentive Compensation, page 32
4. We note your response to comment 10 from our letter dated September 23, 2010. Please
confirm that you will provide the results to your and USource’s Incentive Plan and Restricted
Stock Plan performance objectives in future filings.
Please contact Robert Errett, Staff Attorn ey at (202) 551-3225 or Brigitte Lippmann,
Special Counsel at (202) 551-3713 or me at (202) 551-3720 with any questions.
Sincerely,
H. Christopher Owings
Assistant Director