SEC Comment Letter for CIRCOR INTERNATIONAL INC (CIK 0001091883) — Mar 27, 2020
CIRCOR INTERNATIONAL INC (CIK 0001091883)
Date: March 27, 2020 · CIK: 0001091883 · Accession: 0000000000-20-002706
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE March 27, 2020 Via Email Tara M. Fisher Ropes & Gray LLP 800 Boylston Street Boston, MA 02199
Re: CIRCOR International, Inc. PREC14A filed March 18, 2020 SEC File No. 1-14962
Dear Ms . Fisher :
The staff in the Office of Mergers and Acquisitions in the Division of Corporation Finance has conducted a limited review of the filing listed above. Our comment s follow . All defined terms have the same meaning as in your filing, unless otherwise noted.
Please respond to this letter promptly by revising your proxy statement . If you do not believe our comment s apply to your facts and circumstances or do not belie ve revision is appropriate, please tell us why in your response.
After reviewing your revised preliminary proxy statement and the information you provide in response to th is letter, we may have additional comments. In some of our comments, we may ask yo u to provide us with information so we may better understand your disclosure. Please allow sufficient time for additional staff review after fili ng your revised materials and your response letter.
Preliminary Proxy Statement filed March 18, 2020
1. On the first page of the proxy statement, please include the disclosure required by Item 1(b) of Schedule 14A concerning the date the proxy statement and form of proxy are first being sent or given to shareholders.
2. Mark the revised proxy statement as “prelimina ry” in the same manner as the form of proxy. See Rule 14a -6(e)(1).
Tara M. Fisher , Esq. Ropes & Gray LLP March 27, 2020 Page 2 3. Consider providing the disclosure about the effect of abstentions and broker non - votes in the section of the proxy statement discussing each proposal to be voted upon at the Annual Meetin g.
Proposal 4. Advisory Vote on Executive Compensation, page 65
4. State what action Circor intends to take if the advisory vote on executive compensation is not approved by the required majority of the votes cast at the Annual Meeting. See Item 18 of Sche dule 14A.
Please be aware the filing person is responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. I further understand from our telephone conversation today that Circor intends to file its Form 10 -K for 2019 before mail ing its definit ive proxy statement for the 2020 Annual Meeting. Please contact me at (202) 551 -3263 with any questions about these comments.
Sincerely,
/s/ Christina Chalk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
March 27, 2020
Via Email
Tara M. Fisher
Ropes & Gray LLP
800 Boylston Street
Boston, MA 02199
Re: CIRCOR International, Inc.
PREC14A filed March 18, 2020
SEC File No. 1-14962
Dear Ms . Fisher :
The staff in the Office of Mergers and Acquisitions in the Division of Corporation
Finance has conducted a limited review of the filing listed above. Our comment s follow .
All defined terms have the same meaning as in your filing, unless otherwise noted.
Please respond to this letter promptly by revising your proxy statement . If you do
not believe our comment s apply to your facts and circumstances or do not belie ve
revision is appropriate, please tell us why in your response.
After reviewing your revised preliminary proxy statement and the information
you provide in response to th is letter, we may have additional comments. In some of our
comments, we may ask yo u to provide us with information so we may better understand
your disclosure. Please allow sufficient time for additional staff review after fili ng your
revised materials and your response letter.
Preliminary Proxy Statement filed March 18, 2020
1. On the first page of the proxy statement, please include the disclosure required by
Item 1(b) of Schedule 14A concerning the date the proxy statement and form of
proxy are first being sent or given to shareholders.
2. Mark the revised proxy statement as “prelimina ry” in the same manner as the
form of proxy. See Rule 14a -6(e)(1).
Tara M. Fisher , Esq.
Ropes & Gray LLP
March 27, 2020
Page 2
3. Consider providing the disclosure about the effect of abstentions and broker non -
votes in the section of the proxy statement discussing each proposal to be voted
upon at the Annual Meetin g.
Proposal 4. Advisory Vote on Executive Compensation, page 65
4. State what action Circor intends to take if the advisory vote on executive
compensation is not approved by the required majority of the votes cast at the
Annual Meeting. See Item 18 of Sche dule 14A.
Please be aware the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by
the staff. I further understand from our telephone conversation today that Circor intends
to file its Form 10 -K for 2019 before mail ing its definit ive proxy statement for the 2020
Annual Meeting. Please contact me at (202) 551 -3263 with any questions about these
comments.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special Counsel
Office of Mergers and
Acquisitions