SEC Comment Letter for HOOKER FURNISHINGS Corp (HOFT) (CIK 0001077688) (HOFT) — Feb 22, 2010
HOOKER FURNISHINGS Corp (HOFT) (CIK 0001077688)
Date: Feb. 22, 2010 · CIK: 0001077688 · Accession: 0000000000-10-009864
AI Filing Summary & Sentiment
Reasoning
Referenced dates: January 26, 2010
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE February 22, 2010 Mr. E. Larry Ryder Executive VP – Finance and Administ ration and Chief Financial Officer Hooker Furniture Corporation 440 East Commonwealth Blvd. Martinsville, VA 24112 Re: Hooker Furniture Corporation Form 10-K for the year ended February 1, 2009 Definitive Proxy Statement on Schedule 14A filed on May 8, 2009 Form 10-Q for the quarter ended November 1, 2009 File No. 0-25349
Dear Mr. Ryder: We have reviewed your response to our comm ent letter dated January 26, 2010 and have the following comment. Where indicated, we think you should revise your disclosures in response to this comment. If you disagree, we wi ll consider your expl anation as to why our comment is inapplicable or a revision is unneces sary. Please understand that the purpose of our review process is to assist you in your complian ce with the applicable di sclosure requirements and to enhance the overall disclosure in your f iling. 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 li sted at the end of this letter. Definitive Proxy Statement on Schedule 14A filed on May 8, 2009
Executive Compensation, page 7
Base Salary, page 9
1. We note that in response to comment five of our letter dated January 26, 2010, you state that Mr. Ryder’s 10% salary increase was made in recognitio n of his “personal performance” among other things. To the exte nt applicable, in future filings please identify the specific contributions made by each named executive officer and contextualize those achievements for purposes of demonstrating how they resulted in specific compensation decisions. For example, we note the various categories of Mr. Ryder’s individual performance goals set fort h in the second bullet point on page 7 of your response letter; however, you provide mi nimal analysis as to how the compensation committee evaluated Mr. Ryder’s performance against these pre-established goals, which evaluation is then translated into objective pay determinations.
Mr. E. Larry Ryder Hooker Furniture Corporation February 22, 2010 Page 2 Please respond to this comment within 10 business days or tell us when you will provide us with a response. Please provide us with a supplemental response letter that keys your responses to our comment and provides any re quested supplemental information. Detailed letters greatly facilitate our review. Please file your supplemental response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your response to our comment. If you have any questions regarding this comm ent, please direct them to Mindy Hooker, Staff Accountant, at (202) 551-3732, Era Ana gnosti, Attorney, at (202) 551-3369, Pam Long, Assistant Director, at (2 02) 551-3765 or to the unde rsigned at (202) 551-3355.
Sincerely, Terence O’Brien Branch Chief
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
February 22, 2010
Mr. E. Larry Ryder Executive VP – Finance and Administ ration and Chief Financial Officer
Hooker Furniture Corporation 440 East Commonwealth Blvd. Martinsville, VA 24112
Re: Hooker Furniture Corporation
Form 10-K for the year ended February 1, 2009 Definitive Proxy Statement on Schedule 14A filed on May 8, 2009
Form 10-Q for the quarter ended November 1, 2009
File No. 0-25349
Dear Mr. Ryder:
We have reviewed your response to our comm ent letter dated January 26, 2010 and have
the following comment. Where indicated, we think you should revise your disclosures in
response to this comment. If you disagree, we wi ll consider your expl anation as to why our
comment is inapplicable or a revision is unneces sary. Please understand that the purpose of our
review process is to assist you in your complian ce with the applicable di sclosure requirements
and to enhance the overall disclosure in your f iling. 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 li sted at the end of this letter.
Definitive Proxy Statement on Schedule 14A filed on May 8, 2009
Executive Compensation, page 7
Base Salary, page 9
1. We note that in response to comment five of our letter dated January 26, 2010, you state
that Mr. Ryder’s 10% salary increase was made in recognitio n of his “personal
performance” among other things. To the exte nt applicable, in future filings please
identify the specific contributions made by each named executive officer and contextualize those achievements for purposes of demonstrating how they resulted in
specific compensation decisions. For example, we note the various categories of Mr.
Ryder’s individual performance goals set fort h in the second bullet point on page 7 of
your response letter; however, you provide mi nimal analysis as to how the compensation
committee evaluated Mr. Ryder’s performance against these pre-established goals, which evaluation is then translated into objective pay determinations.
Mr. E. Larry Ryder
Hooker Furniture Corporation
February 22, 2010 Page 2
Please respond to this comment within 10 business days or tell us when you will provide
us with a response. Please provide us with a supplemental response letter that keys your
responses to our comment and provides any re quested supplemental information. Detailed
letters greatly facilitate our review. Please file your supplemental response on EDGAR as a
correspondence file. Please understand that we may have additional comments after reviewing
your response to our comment.
If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Era Ana gnosti, Attorney, at (202) 551-3369, Pam Long,
Assistant Director, at (2 02) 551-3765 or to the unde rsigned at (202) 551-3355.
Sincerely, Terence O’Brien Branch Chief