SEC Comment Letter 0000000000-24-010976 to BELDEN INC. (BDC) (CIK 0000913142) (BDC)
BELDEN INC. (BDC) (CIK 0000913142)
Date: Sept. 27, 2024 · CIK: 0000913142 · Accession: 0000000000-24-010976
AI Filing Summary & Sentiment
File numbers found in text: 001-12561
Letter
September 27, 2024 Ashish Chand President and Chief Executive Officer Belden Inc. 1 North Brentwood Boulevard 15th Floor St. Louis, MO 63105 Re:Belden Inc. Definitive Proxy Statement on Schedule 14A Response dated September 16, 2024 File No. 001-12561 Dear Ashish Chand: We have reviewed your September 16, 2024 response to our comment letter and have the following comment(s). Please respond to this letter by providing the requested information and/or confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 5, 2024 letter. Definitive Proxy Statement on Schedule 14A Pay Versus Performance, page 30 We note your response to prior comment 3 describing how you calculated your Company- Selected Measure, “Adjusted Earnings Per Share” from your audited financial statements. Specifically, you reference both your Form 8-K filed on February 8, 2024, and non- specific adjustments such as “other costs” that may be included in your Company- Selected Measure calculation. The Company-Selected Measure should, in your assessment, “represent the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by [you] to link compensation actually paid to [your] named executive officers, for the most recently completed fiscal year, to company performance.” See Item 402(v)(2)(vi) of Regulation S-K. Your tabular 1.
September 27, 2024 Page 2 and related presentation should show the quantified performance for the same measure selected as your Company-Selected Measure in each covered fiscal year, using not only the same name, but also the same calculation method as in the most recent fiscal year. Quantified performance derived using different adjustments from those used in the most recent fiscal year may not satisfy this requirement; however, we note your expressed intent to provide different reconciliations each year. We remind you that while Company- Selected Measure disclosure is not subject to Regulation G or Item 10(e) of Regulation S- K, you must provide disclosure as to how the Company-Selected Measure is calculated from your audited financial statements. Please tell us and revise future filings as appropriate to describe how your Company-Selected Measure is calculated from your GAAP financial statements, without reference to non-specific adjustments from year to year. Please contact Charlotte Young at 202-551-3280 or Amanda Ravitz at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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September 27, 2024
Ashish Chand
President and Chief Executive Officer
Belden Inc.
1 North Brentwood Boulevard
15th Floor
St. Louis, MO 63105
Re:Belden Inc.
Definitive Proxy Statement on Schedule 14A
Response dated September 16, 2024
File No. 001-12561
Dear Ashish Chand:
We have reviewed your September 16, 2024 response to our comment letter and have the
following comment(s).
Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our September 5, 2024
letter.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 30
We note your response to prior comment 3 describing how you calculated your Company-
Selected Measure, “Adjusted Earnings Per Share” from your audited financial statements.
Specifically, you reference both your Form 8-K filed on February 8, 2024, and non-
specific adjustments such as “other costs” that may be included in your Company-
Selected Measure calculation. The Company-Selected Measure should, in your
assessment, “represent the most important financial performance measure (that is not
otherwise required to be disclosed in the table) used by [you] to link compensation
actually paid to [your] named executive officers, for the most recently completed fiscal
year, to company performance.” See Item 402(v)(2)(vi) of Regulation S-K. Your tabular 1.
September 27, 2024
Page 2
and related presentation should show the quantified performance for the same measure
selected as your Company-Selected Measure in each covered fiscal year, using not only
the same name, but also the same calculation method as in the most recent fiscal year.
Quantified performance derived using different adjustments from those used in the most
recent fiscal year may not satisfy this requirement; however, we note your expressed
intent to provide different reconciliations each year. We remind you that while Company-
Selected Measure disclosure is not subject to Regulation G or Item 10(e) of Regulation S-
K, you must provide disclosure as to how the Company-Selected Measure is calculated
from your audited financial statements. Please tell us and revise future filings as
appropriate to describe how your Company-Selected Measure is calculated from your
GAAP financial statements, without reference to non-specific adjustments from year to
year.
Please contact Charlotte Young at 202-551-3280 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program