SEC Comment Letter for Strategic Education, Inc. (STRA) (CIK 0001013934) (STRA) — Apr 9, 2009
Strategic Education, Inc. (STRA) (CIK 0001013934)
Date: April 9, 2009 · CIK: 0001013934 · Accession: 0000000000-09-018723
AI Filing Summary & Sentiment
File numbers found in text: 000-21039
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3720 April 9, 2009 Robert S. Silberman, Chief Executive Officer Strayer Education, Inc. 1100 Wilson Boulevard, Suite 2500 Arlington, VA 22209 Facsimile: (703) 527-6811 Re: Strayer Education, Inc. Definitive Proxy Statement on Schedule 14A Filed March 23, 2009 File No. 000-21039
Dear Mr. Silberman: We have limited our review of your filing to the following comments. Please address the following comments in future filings . If you disagree, we will consider your explanation as to why our comment is inappli cable or a future revi sion is unnecessary. Please be as detailed as nece ssary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we ma y or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements 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 comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-based Awards Table, page 17
1. Please provide a more detailed analys is of how the general policies and procedures described here actually resu lted in specific bonus and equity award amounts to the named executive officers in 2008. This analysis should explain, among other things, the reasons for mate rial differences in compensation among the named executive officers. For example, we note that cash bonuses for named executive officers ranged from 75% of base salary to 120% of base salary. We also note that two named executive officer s received additional substantial stock awards in 2008 and other named executive officers did not receive such awards. In your response letter, pleas e confirm that you will comply with this comment in future filings and demonstrate how you intend to comply.
Robert S. Silberman Strayer Education, Inc. April 9, 2009 Page 2
* * * *
Please respond to these comments through correspondence ov er EDGAR within 10 business days or tell us when you will provid e us with a response. Please furnish a letter that keys your respons es to our comments and provide s any requested information. Detailed letters greatly faci litate our review. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that • the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not fo reclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities 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 staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Please contact John Harrington, Attorney-A dvisor, at (202) 551-3576, or me, at (202) 551-3257, with any other questions. S i n c e r e l y , /s/ Celeste M. Murphy L e g a l B r a n c h C h i e f
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720 April 9, 2009 Robert S. Silberman, Chief Executive Officer Strayer Education, Inc. 1100 Wilson Boulevard, Suite 2500 Arlington, VA 22209 Facsimile: (703) 527-6811
Re: Strayer Education, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 23, 2009
File No. 000-21039
Dear Mr. Silberman:
We have limited our review of your filing to the following comments. Please
address the following comments in future filings . If you disagree, we will consider your
explanation as to why our comment is inappli cable or a future revi sion is unnecessary.
Please be as detailed as nece ssary in your explanation. In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements 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 comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-based Awards
Table, page 17
1. Please provide a more detailed analys is of how the general policies and
procedures described here actually resu lted in specific bonus and equity award
amounts to the named executive officers in 2008. This analysis should explain,
among other things, the reasons for mate rial differences in compensation among
the named executive officers. For example, we note that cash bonuses for named executive officers ranged from 75% of base salary to 120% of base salary. We
also note that two named executive officer s received additional substantial stock
awards in 2008 and other named executive officers did not receive such awards. In your response letter, pleas e confirm that you will comply with this comment in
future filings and demonstrate how you intend to comply.
Robert S. Silberman
Strayer Education, Inc.
April 9, 2009
Page 2
* * * *
Please respond to these comments through correspondence ov er EDGAR within
10 business days or tell us when you will provid e us with a response. Please furnish a
letter that keys your respons es to our comments and provide s any requested information.
Detailed letters greatly faci litate our review. Please understand that we may have
additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not fo reclose the Commission from taking any
action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact John Harrington, Attorney-A dvisor, at (202) 551-3576, or me, at
(202) 551-3257, with any other questions. S i n c e r e l y , /s/ Celeste M. Murphy L e g a l B r a n c h C h i e f