SEC Company Response from Mativ Holdings, Inc. (MATV) (CIK 0001000623) (MATV) — Sep 10, 2010
Mativ Holdings, Inc. (MATV) (CIK 0001000623)
Date: Sept. 10, 2010 · CIK: 0001000623 · Accession: 0001144204-10-048830
AI Filing Summary & Sentiment
Referenced dates: May 27, 2010
Letter
Via Edgar United States Securities and Exchange Commission 450th Fifth Street Washington, D.C. 20549-0405 Re: Supplemental Response to Response dated July 16, 2010, to Comment Number 7 of the SEC Comment Letter dated May 27, 2010.
Dear Mr. Reynolds:
Attached are Schweitzer-Mauduit International, Inc.’s pro forma Summary Compensation, Grants of Plan Based Awards and Outstanding Equity Awards at Fiscal Year-End tables utilizing 2009 data prepared as models for our future disclosures based on our conversations with the Securities and Exchange Commission’s staff.
Sincerely,
/s/ John
W. Rumely, Jr.
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CORRESP
1
filename1.htm
Unassociated Document
September
10, 2010
Via
Edgar
Mr. John
Reynolds
Assistant
Director
United
States Securities and Exchange Commission
450th Fifth
Street
Washington,
D.C. 20549-0405
Re:
Supplemental
Response to Response dated July 16, 2010, to Comment Number 7 of the SEC
Comment Letter dated May 27, 2010.
Dear Mr.
Reynolds:
Attached
are Schweitzer-Mauduit International, Inc.’s pro forma Summary Compensation,
Grants of Plan Based Awards and Outstanding Equity Awards at Fiscal Year-End
tables utilizing 2009 data prepared as models for our future disclosures based
on our conversations with the Securities and Exchange Commission’s
staff.
Sincerely,
/s/ John
W. Rumely, Jr.
John W.
Rumely, Jr.
Secretary
and General Counsel
Summary
Compensation
The
executive compensation information reported in the Summary Compensation Table
set forth below is for services rendered to the Company and its subsidiaries
commencing on January 1, 2009 and ending on December 31, 2009, the
last day of the Company’s 2009 fiscal year. All compensation earned in the 2009
fiscal year is reported in that year without regard to when actually paid by the
Company or deferred by the recipient and therefore not technically received by
the recipient in the 2009 fiscal year.
2009
Summary Compensation Table
Name
and
Principal
Position(a)
Year(b)
Salary
($)(c)
Bonus
($)(d)
Stock
Awards
($)(e)
Non-Equity
Incentive
Plan
Compensation
($)(g)
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(h)
All
Other
Compensation
($)(i)
Total
($)(j)
Frédéric
P. Villoutreix
Chief
Executive Officer(1)
2009
2008
2007
685,000
488,501
439,410
35,863
36,860
36,618
3,595,431
0
682,235
988,969
69,565
225,967
0
0
0
38,187
284,433
286,062
5,343,450
879,359
1,670,292
Peter
J. Thompson
Treasurer,
Chief Financial and Strategic Planning Officer(2)
2009
2008
2007
335,000
325,000
312,000
0
2,126
0
930,877
0
353,131
278,887
84,240
144,472
5,336
5,769
5,717
35,885
44,206
31,486
1,585,985
461,341
846,806
Torben
Wetche
Chief
Financial Officer and Treasurer(3)
2009
2008
27,917
153,448
0
0
0
97,350
0
30,131
0
0
275,565
13,906
303,482
294,835
Michel
Fievez
President–European
Operations(4)
2009
2008
440,390
382,085
53,053
815
649,857
0
311,226
76,230
0
0
138,195
16,702
1,592,720
475,832
Otto
R. Herbst
Chief
Operating Officer(5)
2009
2008
2007
426,030
354,430
335,000
0
2,105
0
1,491,264
0
289,326
437,745
130,128
180,900
0
0
0
45,114
100,551
175,264
2,400,153
587,214
980,490
Wilfred
A. Martinez(6)
President
- Americas
2009
290,000
0
543,098
206,480
0
113,696
1,153,274
(1)
Mr.
Villoutreix was the Chief Operating Officer from February 2006-December
2008. On January 1, 2009 he became the Chief Executive
Officer. Column (d) Year 2008 includes a completion bonus of
$32,973 and a one time bonus of $3,887 equal to the amount of dividends
that participants who earned Restricted Stock Plan performance share
awards would have earned had the shares earned been issued by the
February 18, 2008 dividend record date. Column (e): Year
2009 includes a Restricted Stock Plan award of 193,615 shares valued at
the February 12, 2009 grant date price of $18.57, for which the
performance criteria were met in 2009. Year 2007 includes a restricted
stock award of 5,000 shares valued at the January 3, 2007 grant date price
of $25.98 that vested on January 3, 2010. Dividends are not included in
the disclosed stock award values. Column (i): Includes $10,000 to
partially offset tax liabilities associated with restricted stock grants,
$12,887 in dividends on restricted stock and $14,700 in 401(k) savings
plan matching contributions.
(2)
Mr. Thompson
was Chief Financial Officer and Treasurer from August 1,
2006–August 10, 2008. From August 11, 2008 until January 21, 2009 he
was Vice President–Strategic Planning and Implementation. On January 22,
2009 he became Treasurer, Chief Financial and Strategic Planning Officer.
Column (d): Year 2008 a one-time bonus equal to the amount of dividends
that participants who earned Restricted Stock Plan performance share
awards in 2007 would have earned had the shares earned been issued by the
February 18, 2008 dividend record date. Column (e): Year 2009
includes a Restricted Stock Plan performance share award of
50,128 shares valued at the February 12, 2009 grant date price of $18.57,
for which the performance criteria were met in 2009. Year 2007 includes a
restricted stock award of 2,500 shares valued at the January 3, 2007
grant date price of $25.98 that vested on January 3, 2010. Dividends
are not included in the disclosed stock award values. Column
(h): An increase representing market-based interest on his cash
balance retirement fund account balance in the Schweitzer-Mauduit
International, Inc. Retirement Plan. Column (i): Includes $5,000 to
partially offset tax liabilities associated with restricted stock grants
$14,805 in 401(k) savings plan matching contributions, $10,454 in Company
contributions to the Deferred Compensation Plan that exceeded IRS
limitations on qualified plan contributions, $3,626 in dividends on
restricted stock, $1,000 reimbursement of tax preparations fees and $1,000
in company match on charitable
donations.
(3)
Mr. Wetche
was Chief Financial Officer and Treasurer from August 11, 2008 to
January 22, 2009. Column (c): Year 2008 includes unused regular
vacation of $25,770. As Mr. Wetche was employed at
12/31/2008, but subsequently left the Company’s employ, per Company policy
he earned a 2009 vacation benefit as of that date. The 2008 amounts
reflect amounts earned in 2008 for 2009 vacation. Column (e) Year 2008
includes a following restricted stock award of 5,000 shares valued at the
August 11, 2008 grant date price of $19.47 that was to vest on
August 10, 2012, but was forfeited. Dividends are not included in the
disclosed stock award value. Column (i): Includes $11,315 in
401(k) savings plan matching contributions, $251,250 in severance and
$13,000 in mortgage and housing
fees.
(4)
Mr. Fievez
first became a Named Executive Officer in 2008. His compensation is paid
in euros and it has been converted at the 12/31/2009 exchange rate of
1.517 euros to the U.S. dollar for 2009 compensation and the 12/31/2008
exchange rate of 1.3912 euros to the U.S. dollar for 2008
compensation, with the exception of the AIP payment which has been
converted at the 3/4/2009 exchange rate of 1.264 euros to the U.S. dollar.
Column (c): Year 2009 includes $9,343 in unused vacation.
Column (d); Year 2008 includes a one-time bonus equal to the amount of
dividends that participants who earned Restricted Stock Plan Performance
Share awards in 2007 would have earned had the shares earned been issued
by the February 18, 2008 dividend record date. Column
(e): Year 2009 includes a Restricted Stock Plan performance
share award of 34,995 shares valued at the February 12, 2009
grant date price of $18.57, for which the performance criteria were met in
2009. Dividends are not included in the disclosed stock award value.
Column (i): $109, 649 in Company contributions to the Deferred
Compensation Plan that vests on March 21, 2010, $5,445 in dividends on
restricted stock, $113 for an annual physical, $9,025 for life insurance,
$8,848 in unemployment insurance, and $5,115 in car
allowance.
(5)
Mr. Herbst
was President-Americas from August 1, 2006 until January 1, 2009 when he
became Chief Operating Officer. Column (c): Year 2009 and Year
2008 include $6,030 in unused vacation. Column (d): Year 2008
includes a one-time bonus equal to the amount of dividends that
participants who earned Restricted Stock Plan Performance Share awards in
2007 would have earned had the shares earned been issued by the
February 18, 2008 dividend record date. Column (e): Year
2009 includes a Restricted Stock Plan performance share award of 80,305
shares valued at the February 12, 2009 grant date price of $18.57, for
which the performance criteria were met in 2009. Dividends are not
included in the disclosed stock award values. Column
(i): Includes $4,000 to partially offset tax liabilities
associated with restricted stock grants, $11,797 in 401(k) saving plan
matching contributions, $21,222 in Company contributions to the Deferred
Compensation Plan in 401(k) saving plan contributions that exceeded IRS
limitations on qualified plan contributions, and $8,105 in dividends on
restricted stock.
(6)
Mr.
Martinez first became a Named Executive Officer in 2009. Column (e): Year
2009 includes a Restricted Stock Plan award of 29,246 shares
valued at the February 12, 2009 grant date price of $18.57, for which the
performance criteria were met in 2009. Dividends are not included in the
disclosed stock award value. Column (i): Includes $16,221 in
401(k) saving plan matching contributions, $95,475 in relocation expenses
and $2,000 in company match on charitable
donations.
GRANTS
OF PLAN-BASED AWARDS
Estimated
Future Payouts Under Non-Equity Incentive Plan Awards
Estimated
Future Payouts Under Equity Incentive Plan Awards
Grant
Date Fair Market Value of Stock Awards
($)(2)
Name
(a)
Grant
Date
(b)(1)
Threshold
($)
(c)
Target
($)
(d)
Maximum
($)
(e)
Threshold
(#)
(f)
Target
(#)
(g)
Maximum
(#)
(h)
(l)
Frédéric
P. Villoutreix
FY
2009
FY
2010
Total
2/12/2009
2/12/2009
385,313
0
513,750
0
988,969
0
26,450
50,779
105,800
65,522
211,601
131,042
3,929,431
2,433,450
6,362,881
Peter
J. Thompson
FY
2009
FY
2010
Total
2/12/2009
2/12/2009
113,063
0
150,750
0
278,888
0
6,848
13,163
27,392
16,984
54,785
33,971
1,017,357
630,841
1,648,199
Torben
Wetche
-----------
0
0
0
0
0
0
0
Michel
Fievez
FY
2009
FY
2010
Total
2/12/2009
2/12/2009
131,579
0
175,438
0
333,332
0
5,458
5,580
21,831
13,950
43,661
27,900
810,785
518,103
1,328,888
Otto
R. Herbst
FY
2009
FY
2010
Total
2/12/2009
2/12/2009
173,250
0
231,000
0
450,450
0
10,970
20,611
43,883
26,594
87,766
53,187
1,629,815
987,683
2,617,497