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SEC Comment Letter for AMETEK (AME) — Sep 20, 2022

AMETEK INC/ (AME) (CIK 0001037868)
Date: Sept. 20, 2022 · CIK: 0001037868 · Accession: 0000000000-22-010288

AI Filing Summary & Sentiment

File numbers found in text: 001-12981

Date
September 20, 2022
Author
Not clearly detected
Form
UPLOAD
Company
AMETEK INC/ (AME) (CIK 0001037868)

Letter

United States securities and exchange commission logo September 20, 2022 David A. Zapico Chairman of the Board and Chief Executive Officer AMETEK, Inc. 1100 Cassatt Road Berwyn, PA 19312 Re:AMETEK, Inc. Definitive Proxy Statement on Schedule 14A Filed March 14, 2022 File No. 001-12981 Dear Mr. Zapico: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will enhance your future proxy disclosures in accordance with the topics discussed below as well as any material developments to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K. Definitive Proxy Statement on Schedule 14A filed March 14, 2022 General 1.Please expand your discussion to address the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of your Lead Independent Director is brought to bear in connection with your board’s role in risk oversight. 2.Please expand upon the role that your Lead Independent Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Independent Director may:

•represent the board in communications with shareholders and other stakeholders; •require board consideration of, and/or override your CEO on, any risk matters; or •provide input on design of the board itself.

FirstName LastNameDavid A. Zapico Comapany NameAMETEK, Inc. September 20, 2022 Page 2 FirstName LastName David A. Zapico AMETEK, Inc. September 20, 2022 Page 2 3.Please expand upon how your board administers its risk oversight function. For example, please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; •whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; •whether you have a Chief Compliance Officer and to whom this position reports; and •how your risk oversight process aligns with your disclosure controls and procedures. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at (202) 551- 3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program

Show Raw Text
United States securities and exchange commission logo
September 20, 2022
David A. Zapico
Chairman of the Board and Chief Executive Officer
AMETEK, Inc.
1100 Cassatt Road
Berwyn, PA 19312
Re:AMETEK, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 14, 2022
File No. 001-12981
Dear Mr. Zapico:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 14, 2022
General
1.Please expand your discussion to address the reasons you believe that your leadership
structure is appropriate, addressing your specific characteristics or circumstances. In your
discussion, please also address how the experience of your Lead Independent Director is
brought to bear in connection with your board’s role in risk oversight.
2.Please expand upon the role that your Lead Independent Director plays in the leadership
of the board. For example, please enhance your disclosure to address whether or not your
Lead Independent Director may:

•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.

 FirstName LastNameDavid A. Zapico
 Comapany NameAMETEK, Inc.
 September 20, 2022 Page 2
 FirstName LastName
David A. Zapico
AMETEK, Inc.
September 20, 2022
Page 2
3.Please expand upon how your board administers its risk oversight function. For example,
please disclose:

•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at (202) 551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program