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SEC Comment Letter 0000000000-23-008557 to CORCEPT THERAPEUTICS INC (CORT) (CIK 0001088856) (CORT)

CORCEPT THERAPEUTICS INC (CORT) (CIK 0001088856)
Date: Aug. 7, 2023 · CIK: 0001088856 · Accession: 0000000000-23-008557

AI Filing Summary & Sentiment

File numbers found in text: 000-50679

Date
August 7, 2023
Author
Not clearly detected
Form
UPLOAD
Company
CORCEPT THERAPEUTICS INC (CORT) (CIK 0001088856)

Letter

United States securities and exchange commission logo August 7, 2023 Joseph K. Belanoff Chief Executive Officer Corcept Therapeutics Inc. 149 Commonwealth Drive Menlo Park, CA 94025 Re:Corcept Therapeutics Inc. Definitive Proxy Statement on Schedule 14A Filed April 14, 2023 File No. 000-50679 Dear Joseph K. Belanoff: 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 revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed April 14, 2023 Pay versus Performance, page 24 1.We note your statement in footnote (2) to your pay versus performance table that “[i]n general, Compensation Actually Paid is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date).” Since some of the required calculations involve changes in fair market value from the prior year end, rather than fair market value at year end, if you choose to include disclosure summarizing Regulation S-K Item 402(v), please ensure that the correct requirements are discussed. 2.We note footnote (5) to your pay versus performance table states the Nasdaq US Benchmark TR Index is your Peer Group for purposes of your Total Stockholder Return comparison. This index appears to be a broad equity market index used for purposes of Regulation S-K Item 201(e)(1)(i) and not the index or issuers used by you for purposes of Regulation S-K Item 201(e)(1)(ii). Please ensure that your peer group total shareholder return column and related disclosure uses the same index or issuers used for purposes of Regulation S-K Item 201(e)(1)(ii) or the companies you use as a peer group for purposes of disclosure under Regulation S-K Item 402(b).

FirstName LastNameJoseph K. Belanoff Comapany NameCorcept Therapeutics Inc. August 7, 2023 Page 2 FirstName LastName Joseph K. Belanoff Corcept Therapeutics Inc. August 7, 2023 Page 2 3.It appears that you have not provided the relationship disclosures required by Regulation S-K Item 402(v)(5). Please ensure that you provide this required disclosure in its entirety. Although you may provide this information graphically, narratively, or a combination of the two, this disclosure must be separate from the pay versus performance table required by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not sufficient to state that no relationship exists, even if a particular measure is not used in setting compensation. 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 Daniel Crawford at 202-551-7767 or Jennifer Zepralka at 202-551- 2243 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program

Show Raw Text
United States securities and exchange commission logo
August 7, 2023
Joseph K. Belanoff
Chief Executive Officer
Corcept Therapeutics Inc.
149 Commonwealth Drive
Menlo Park, CA 94025
Re:Corcept Therapeutics Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 14, 2023
File No. 000-50679
Dear Joseph K. Belanoff:
            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 revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 14, 2023
Pay versus Performance, page 24
1.We note your statement in footnote (2) to your pay versus performance table that “[i]n
general, Compensation Actually Paid is calculated as Summary Compensation Table total
compensation adjusted to include the fair market value of equity awards as of December
31 of the applicable year or, if earlier, the vesting date (rather than the grant date).” Since
some of the required calculations involve changes in fair market value from the prior year
end, rather than fair market value at year end, if you choose to include disclosure
summarizing Regulation S-K Item 402(v), please ensure that the correct requirements are
discussed.
2.We note footnote (5) to your pay versus performance table states the Nasdaq US
Benchmark TR Index is your Peer Group for purposes of your Total Stockholder Return
comparison. This index appears to be a broad equity market index used for purposes of
Regulation S-K Item 201(e)(1)(i) and not the index or issuers used by you for purposes of
Regulation S-K Item 201(e)(1)(ii). Please ensure that your peer group total shareholder
return column and related disclosure uses the same index or issuers used for purposes of
Regulation S-K Item 201(e)(1)(ii) or the companies you use as a peer group for purposes
of disclosure under Regulation S-K Item 402(b).

 FirstName LastNameJoseph K. Belanoff
 Comapany NameCorcept Therapeutics Inc.
 August 7, 2023 Page 2
 FirstName LastName
Joseph K. Belanoff
Corcept Therapeutics Inc.
August 7, 2023
Page 2
3.It appears that you have not provided the relationship disclosures required by Regulation
S-K Item 402(v)(5). Please ensure that you provide this required disclosure in its entirety.
Although you may provide this information graphically, narratively, or a combination of
the two, this disclosure must be separate from the pay versus performance table required
by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate
relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not
sufficient to state that no relationship exists, even if a particular measure is not used in
setting compensation.
            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 Daniel Crawford at 202-551-7767 or Jennifer Zepralka at 202-551-
2243 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program