SEC Comment Letter for VERTEX PHARMACEUTICALS (VRTX) — Feb 19, 2010
VERTEX PHARMACEUTICALS INC / MA (VRTX) (CIK 0000875320)
Date: Feb. 19, 2010 · CIK: 0000875320 · Accession: 0000000000-10-009544
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-19319
Letter
Mail Stop 4720 February 19, 2010 Mr. Joshua Boger Chief Executive Officer Vertex Pharmaceuticals Incorporated 130 Waverly Street Cambridge, MA 02139-4242 Re: Vertex Pharmaceuticals Incorporated Form 10-K for the Period Ended December 31, 2008 Definitive Proxy Statement on Schedule 14A filed April 8, 2009 Response filed December 22, 2009 File No. 000-19319
Dear Mr. Boger:
We have reviewed your filing and have the following comments. Where the comments request you to revise disclosure, the informati on you provide should show us what the revised disclosure will look like and identify the annual or quarterly filing, as applicable, in which you intend to first include it. If you do not believe that revised disc losure is necessary, explain the reason in your response. After reviewing the information provided, we may raise additional comments and/or request that you amend your filing. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at th e end of this letter. Schedule 14A
Compensation Discussion and Analysis
2008 Compensation Decisions for Perf ormance-Based Elements, page 29
1. We note that your response to our prior commen t 1 indicates you expect that the board of directors will evaluate corporate performance w ith regard to the factors indicated but that the factors considered is at th e discretion of the board of dire ctors. Please confirm that your next proxy statement will include the following:
Mr. Joshua Boger Vertex Pharmaceuti cals Incorporated February 19, 2010 Page 2 of 3
• Confirmation that no corporate performance targets are set at the beginning of each fiscal year to be used at the end of the fiscal year to gauge corporate or executive performance; • The analysis performed by the board of directors used to determine performance at end of each fiscal year; and • How the performance evaluation was used to determine the amount of bonuses awarded to each named executive officer based on the extent of achievement determined by the board.
* * *
Please respond to these comments within 10 business days or tell us when you will provide us with responses. Please furnish a letter that keys your response to our comments and provide the requested information. Detailed letters greatly facilita te our review. Please furnish your letter on EDGAR under the form type label CORRESP. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing in cludes all information re quired under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made. In connection with responding to our co mments, please provide, in your letter, a statement from the company acknowledging that: • the company is responsible for the adequacy an d accuracy of the disclo sure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filing or in response to our comment on your filing. Please contact Michael Rosent hall at (202) 551-3674 or me at (202) 551-3715 with any questions.
Mr. Joshua Boger Vertex Pharmaceuti cals Incorporated February 19, 2010 Page 3 of 3 Sincerely, J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r
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Mail Stop 4720
February 19, 2010
Mr. Joshua Boger Chief Executive Officer Vertex Pharmaceuticals Incorporated 130 Waverly Street Cambridge, MA 02139-4242
Re: Vertex Pharmaceuticals Incorporated
Form 10-K for the Period Ended December 31, 2008 Definitive Proxy Statement on Schedule 14A filed April 8, 2009
Response filed December 22, 2009 File No. 000-19319
Dear Mr. Boger:
We have reviewed your filing and have the following comments. Where the comments
request you to revise disclosure, the informati on you provide should show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it. If you do not believe that revised disc losure is necessary, explain the
reason in your response. After reviewing the information provided, we may raise additional
comments and/or request that you amend your filing. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing. We look forward to working with you in these respects. We welcome any questions
you may have about our comment or on any other aspect of our review. Feel free to call us at the
telephone numbers listed at th e end of this letter.
Schedule 14A
Compensation Discussion and Analysis
2008 Compensation Decisions for Perf ormance-Based Elements, page 29
1. We note that your response to our prior commen t 1 indicates you expect that the board of
directors will evaluate corporate performance w ith regard to the factors indicated but that
the factors considered is at th e discretion of the board of dire ctors. Please confirm that
your next proxy statement will include the following:
Mr. Joshua Boger
Vertex Pharmaceuti cals Incorporated
February 19, 2010
Page 2 of 3
• Confirmation that no corporate performance targets are set at the beginning of each
fiscal year to be used at the end of the fiscal year to gauge corporate or executive
performance;
• The analysis performed by the board of directors used to determine performance at
end of each fiscal year; and
• How the performance evaluation was used to determine the amount of bonuses
awarded to each named executive officer based on the extent of achievement
determined by the board.
* * *
Please respond to these comments within 10 business days or tell us when you will
provide us with responses. Please furnish a letter that keys your response to our comments and
provide the requested information. Detailed letters greatly facilita te our review. Please furnish
your letter on EDGAR under the form type label CORRESP.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made. In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comment on your filing.
Please contact Michael Rosent hall at (202) 551-3674 or me at (202) 551-3715 with any
questions.
Mr. Joshua Boger
Vertex Pharmaceuti cals Incorporated
February 19, 2010
Page 3 of 3
Sincerely,
J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r