SEC Comment Letter for Stride, Inc. (LRN) (CIK 0001157408) (LRN) — Mar 12, 2009
Stride, Inc. (LRN) (CIK 0001157408)
Date: March 12, 2009 · CIK: 0001157408 · Accession: 0000000000-09-012916
AI Filing Summary & Sentiment
Letter
Re: K12, Inc. Annual Report on Form 10-K for the fiscal year ended June 30, 2008 Filed September 26, 2008 Definitive Proxy Materials filed on Schedule 14A on October 21, 2008 File No. 1-33883 Dear Mr. Packard: We have examined your filings and have the following comments. Please respond within 10 business days from receipt of this letter and confirm that you intend to comply with our comment in your next filing. If you disagree, we will consider your explanation as to why our comment is inappl icable or future revi sions are unnecessary. Please be as detailed as n ecessary in your explanation. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
Mail Stop 3720 March 12, 2009 Mr. Ronald J. Packard Chief Executive Officer K12, Inc. 2300 Corporate Park Drive, Suite 200 Herndon, Virginia 20171
Mr. Ronald J. Packard K12, Inc. Page 2 General
Form 10-K for the Fiscal Year ended June 30, 2008
Schedule 14A, filed October 21, 2008
1. We note your tabular director compensa tion disclosure on page 7. The cash component of their compensation does not seem to match what is discussed for each director in the accompanying narrative. Please advise.
2. In future filings, please revise to disc lose the company performance goals and individual performance targets used as factors in determining annual performance bonuses and stock option grants. Also di sclose the threshold levels of the individual performance goals that must be reached for payment to each named executive officer. See Item 402(b)(2)(v) of Regulation S-K. Furthermore, clarify whether the committee’s evaluation of such “key considerations” is a quantitative analysis or involves subj ective evaluation, too. For example, Mr. Packard’s 2008 bonus was tied to successful attainment of the revenue and EBITDA performance targets and his efforts in transitioning th e company into a public company. It is not clear whether the committee’s determ ination of Mr. Packard’s bonus amount was a quantitative or qualitative analysis (o r a combination of both). It is not clear whether the committee considered any other factors (other than the revenue and EBITDA targets) in determining the bonus amounts for any other named executive officer, and if not, why not.
* * * *
Please contact Paul Fischer, staff attorn ey, at (202) 551-3415 or me at (202) 551- 3810 with any questions.
Sincerely,
L a r r y S p i r g e l A s s i s t a n t D i r e c t o r cc: John F. Baule, Chie f Financial Officer
Via Facsimile, 703-483-7010
Mr. Ronald J. Packard
K12, Inc. Page 3
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3720
March 12, 2009
Mr. Ronald J. Packard Chief Executive Officer K12, Inc. 2300 Corporate Park Drive, Suite 200
Herndon, Virginia 20171
Re: K12, Inc.
Annual Report on Form 10-K for the fiscal year ended June 30, 2008
Filed September 26, 2008
Definitive Proxy Materials filed on Schedule 14A on October 21, 2008
File No. 1-33883
Dear Mr. Packard:
We have examined your filings and have the following comments. Please
respond within 10 business days from receipt of this letter and confirm that you intend to comply with our comment in your next filing. If you disagree, we will consider your explanation as to why our comment is inappl icable or future revi sions are unnecessary.
Please be as detailed as n ecessary in your explanation.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Ronald J. Packard
K12, Inc.
Page 2 General
Form 10-K for the Fiscal Year ended June 30, 2008
Schedule 14A, filed October 21, 2008
1. We note your tabular director compensa tion disclosure on page 7. The cash
component of their compensation does not seem to match what is discussed for
each director in the accompanying narrative. Please advise.
2. In future filings, please revise to disc lose the company performance goals and
individual performance targets used as factors in determining annual performance
bonuses and stock option grants. Also di sclose the threshold levels of the
individual performance goals that must be reached for payment to each named
executive officer. See Item 402(b)(2)(v) of Regulation S-K. Furthermore, clarify whether the committee’s evaluation of such “key considerations” is a quantitative analysis or involves subj ective evaluation, too. For example, Mr. Packard’s 2008
bonus was tied to successful attainment of the revenue and EBITDA performance
targets and his efforts in transitioning th e company into a public company. It is
not clear whether the committee’s determ ination of Mr. Packard’s bonus amount
was a quantitative or qualitative analysis (o r a combination of both). It is not
clear whether the committee considered any other factors (other than the revenue
and EBITDA targets) in determining the bonus amounts for any other named executive officer, and if not, why not.
* * * *
Please contact Paul Fischer, staff attorn ey, at (202) 551-3415 or me at (202) 551-
3810 with any questions.
Sincerely,
L a r r y S p i r g e l A s s i s t a n t D i r e c t o r cc: John F. Baule, Chie f Financial Officer
Via Facsimile, 703-483-7010
Mr. Ronald J. Packard
K12, Inc. Page 3