SEC Comment Letter for Invesco Ltd. (IVZ) (CIK 0000914208) (IVZ) — Dec 10, 2008
Invesco Ltd. (IVZ) (CIK 0000914208)
Date: Dec. 10, 2008 · CIK: 0000914208 · Accession: 0000000000-08-060823
AI Filing Summary & Sentiment
File numbers found in text: 001-13908
Referenced dates: August 29, 2008, December 2, 2008
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 December 10, 2008 Invesco, Ltd. Attention: Martin L. Flanagan, President and Chief Executive Officer 1360 Peachtree Street, NE Atlanta, Georgia 30309
Re: Invesco, Ltd. Definitive Proxy Statement on Schedule 14A Filed April 1, 2008 File No. 001-13908
Dear Mr. Flanagan: We have reviewed your letter dated December 2, 2008 and have the following comments. Executive Compensation, page 18
Compensation Discussion and Analysis, page 18 1. We note your response to comment one in our letter dated August 29, 2008. You indicate that in making compensation decisions generally your compensation committee considered the specific items of corporate performance discussed on page 22. As they were presented in the proxy statement, we understood these items to pertain only to the 2007 award pool. In future filings, please clarify the purposes (e.g., salary and bonus determinations) for which your compensation committee uses these and any other items of corporate performance in connection with its compensation decisions. In addition, in future filings if you do not disclose and qua ntify specific individual performance factors because you do not believe that they are material, then please disclose in detail the types or categories of individual performance factors that the committee considered. In this regard, it is not sufficient disclosure simply to state that there were individual performance factors. Incentive Compensation, page 21
2. We note your response to comment three in our letter dated August 29, 2008. For future filings, if you determine that that the disclo sure of a performance target would cause you substantial competitive harm, then in lieu of disclosing the target please disclose how difficult it would be for the executive or how likely it would be for you to achieve the undisclosed target.
Martin L. Flanagan Invesco, Ltd. December 10, 2008 Page 2 You may contact Dieter King, staff attorn ey, at (202) 551-3338, or me at (202) 551-3767 with any questions. Sincerely, Jennifer Hardy Legal Branch Chief
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
December 10, 2008
Invesco, Ltd.
Attention: Martin L. Flanagan, President and Chief Executive Officer 1360 Peachtree Street, NE Atlanta, Georgia 30309
Re: Invesco, Ltd.
Definitive Proxy Statement on Schedule 14A Filed April 1, 2008 File No. 001-13908
Dear Mr. Flanagan:
We have reviewed your letter dated December 2, 2008 and have the following comments.
Executive Compensation, page 18
Compensation Discussion and Analysis, page 18
1. We note your response to comment one in our letter dated August 29, 2008. You indicate that in making compensation decisions generally your compensation committee considered the specific items of corporate performance discussed on page 22. As they were presented in the proxy statement, we understood these items to pertain only to the 2007 award pool. In future filings, please clarify the purposes (e.g., salary and bonus determinations) for which your compensation committee uses these and any other items of corporate performance in connection with its compensation decisions. In addition, in future filings if you do not disclose and qua ntify specific individual performance factors
because you do not believe that they are material, then please disclose in detail the types or categories of individual performance factors that the committee considered. In this regard, it is not sufficient disclosure simply to state that there were individual performance factors.
Incentive Compensation, page 21
2. We note your response to comment three in our letter dated August 29, 2008. For future filings, if you determine that that the disclo sure of a performance target would cause you
substantial competitive harm, then in lieu of disclosing the target please disclose how difficult it would be for the executive or how likely it would be for you to achieve the undisclosed target.
Martin L. Flanagan
Invesco, Ltd. December 10, 2008 Page 2
You may contact Dieter King, staff attorn ey, at (202) 551-3338, or me at (202) 551-3767
with any questions.
Sincerely, Jennifer Hardy Legal Branch Chief