SEC Comment Letter for Piedmont Realty Trust, Inc. (PDM) (CIK 0001042776) (PDM) — Jul 21, 2010
Piedmont Realty Trust, Inc. (PDM) (CIK 0001042776)
Date: July 21, 2010 · CIK: 0001042776 · Accession: 0000000000-10-041050
AI Filing Summary & Sentiment
File numbers found in text: 001-34626
Letter
July 20, 2010 Donald A. Miller President, Principal Execu tive Officer and Director Piedmont Office Realty Trust, Inc. 11695 Johns Creek Parkway, Suite 350 Johns Creek, GA 30097 Re: Piedmont Office Realty Trust, Inc Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 16, 2010 Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed April 28, 2010 File No. 001-34626
Dear Mr. Miller: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
Form 10-K/A for the year ended December 31, 2009, filed April 28, 2010
Part III, page III-1
Item 10. Directors, Executive Officers, and Corporate Governance, page III-1
1. We note, in response to comment s 5 and 7, you state that Mr. Bo wers also serves as your Chief Administrative Officer , Chief Technology Officer and Corporate Secretary. Please expand your disclosure regarding his experience to reflect these roles and disclose when he began serving in each of these capacities or explain to us why you believe this disclosure is not required . Please refer to Item 401(b) of Regulation S-K.
Donald A. Miller Piedmont Office Realty Trust, Inc July 20, 2010 Page 2
Item 11. Executive Compensation, page III-6
2. Your responses to comments 5 and 7 of our letter dated June 2 4, 2010 indicate that you will provide additional disclosure in your proxy statement for the 2011 annual meeting. We note, however, that you have not yet file d your definitive proxy statement for the 2010 annual meeting. Please confirm that you w ill provide revised disclosure that is responsive to our comments in your proxy st atement for the 2010 annual meeting. In addition, please amend your Form 10-K to ensure that the Part III disclosure is consistent with the revised disclosure in your proxy statement. 3. Your response to comment 5 of our letter indicates that, with one exception, target compensation amounts for your NEOs were eith er above or below the median of your peer group. In addition, your response to comment 7 indicates that actual amounts ranged from 9 th to 46th percentile of the respective posit ional peer group match. In light of these amounts, please e xplain why the disclosure on pa ge III-8 states that your objective is to target total direct compensation to the median of the peer group, or omit this statement from your disclosure. 4. We note your response to comment 7 and the ta ble showing the percentile of actual total direct compensation compared to the respective positional match of the peer group. Please revise your disclosure to include a si milar table in your proxy statement. In addition, considering that th e percentiles range from 9 th to 46th, please remove the disclosure stating that your average across the peer group was at the 21st percentile on an absolute basis and the 20th percentile when measured as a percentage of total capitalization. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States.
Donald A. Miller Piedmont Office Realty Trust, Inc July 20, 2010 Page 3
You may contact Eric McPhee, Staff Accountant, at (202) 551-3693 or me at (202) 551- 3486 if you have questions regarding comments on th e financial statements and related matters. Please contact Stacey Gorman, Attorney Advisor, at (202) 551-3585 or Karen Garnett, Assistant Director, at (202) 551-3785 with any other questions.
Sincerely,
Daniel L. Gordon Branch Chief
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July 20, 2010 Donald A. Miller President, Principal Execu tive Officer and Director Piedmont Office Realty Trust, Inc. 11695 Johns Creek Parkway, Suite 350 Johns Creek, GA 30097 Re: Piedmont Office Realty Trust, Inc Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 16, 2010 Form 10-K/A for Fiscal Year Ended December 31, 2009 Filed April 28, 2010 File No. 001-34626 Dear Mr. Miller: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. Form 10-K/A for the year ended December 31, 2009, filed April 28, 2010 Part III, page III-1 Item 10. Directors, Executive Officers, and Corporate Governance, page III-1 1. We note, in response to comment s 5 and 7, you state that Mr. Bo wers also serves as your Chief Administrative Officer , Chief Technology Officer and Corporate Secretary. Please expand your disclosure regarding his experience to reflect these roles and disclose when he began serving in each of these capacities or explain to us why you believe this disclosure is not required . Please refer to Item 401(b) of Regulation S-K. Donald A. Miller Piedmont Office Realty Trust, Inc July 20, 2010 Page 2 Item 11. Executive Compensation, page III-6 2. Your responses to comments 5 and 7 of our letter dated June 2 4, 2010 indicate that you will provide additional disclosure in your proxy statement for the 2011 annual meeting. We note, however, that you have not yet file d your definitive proxy statement for the 2010 annual meeting. Please confirm that you w ill provide revised disclosure that is responsive to our comments in your proxy st atement for the 2010 annual meeting. In addition, please amend your Form 10-K to ensure that the Part III disclosure is consistent with the revised disclosure in your proxy statement. 3. Your response to comment 5 of our letter indicates that, with one exception, target compensation amounts for your NEOs were eith er above or below the median of your peer group. In addition, your response to comment 7 indicates that actual amounts ranged from 9 th to 46th percentile of the respective posit ional peer group match. In light of these amounts, please e xplain why the disclosure on pa ge III-8 states that your objective is to target total direct compensation to the median of the peer group, or omit this statement from your disclosure. 4. We note your response to comment 7 and the ta ble showing the percentile of actual total direct compensation compared to the respective positional match of the peer group. Please revise your disclosure to include a si milar table in your proxy statement. In addition, considering that th e percentiles range from 9 th to 46th, please remove the disclosure stating that your average across the peer group was at the 21st percentile on an absolute basis and the 20th percentile when measured as a percentage of total capitalization. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: • the company is responsible for the adequacy an d accuracy of the disclo sure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. Donald A. Miller Piedmont Office Realty Trust, Inc July 20, 2010 Page 3 You may contact Eric McPhee, Staff Accountant, at (202) 551-3693 or me at (202) 551- 3486 if you have questions regarding comments on th e financial statements and related matters. Please contact Stacey Gorman, Attorney Advisor, at (202) 551-3585 or Karen Garnett, Assistant Director, at (202) 551-3785 with any other questions. Sincerely, Daniel L. Gordon Branch Chief