SEC Comment Letter for Stride, Inc. (LRN) (CIK 0001157408) (LRN) — May 16, 2013
Stride, Inc. (LRN) (CIK 0001157408)
Date: May 16, 2013 · CIK: 0001157408 · Accession: 0000000000-13-027137
AI Filing Summary & Sentiment
Letter
May 16 , 2013 Via E -mail Howard D. Polsky General Counsel and Secretary K12 Inc. 2300 Corporate Park Drive Herndon, VA 20171
Re: K12 Inc. Form 10 -K for the Year Ended June 30, 2012 Filed September 12, 2012 Response dated April 30 , 2013 File No. 001 -33883
Dear Mr. Polsky :
We have reviewed your response and have the following comment . In our comment , we ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days and indicate that y ou will comply with our comment in future filings. Confirm in writing that you will do so and also explain to us how you intend to comply. If you do not believe our comment applies to your facts and circumstances or do not believe compliance in future disclosure is appropriate, please tell us why in your response.
After reviewing the information you provi de in response to the comment , we may have additional comments.
Howard D. Pol sky K12 Inc. May 16 , 2013 Page 2
Definitive Proxy Statement Incorporated by Reference into Part III of Form 10 -K
Summary Compensation Table for Fiscal Year 2012, page 39
1. We have considered your further response to comment 8 from our letter dated Fe bruary 21, 2013. Please explain the basis for your view that there is no FASB ASC Topic 718 grant date until the Compensation Committee determines the shares earned after the fiscal year in which the performance parameters run. In your explanation clearl y describe the features of the award on which you have based your determination. If your determination to delay the accounting “grant date” is based solely on the existence of a negative discretion feature in the award, explain why Question 119.24 of Regu lation S -K Compliance and Disclosure Interpretations does not apply. Please refer to Question 119.24 of Regulation S -K Compliance and Disclosure Interpretations, available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .
You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Ivette Leon, Assistant Chief Accountant, at 202-551-3351 if you have questions regarding comments on the financial statements and related matters. Please contact Jonathan Groff, St aff Attorney, at 202-551-3458, Kathleen Krebs, Special Counsel, at 202 -551-3350 or me at 202-551-3810 with any other questions.
Sincerely,
/s/ Larry Spirgel
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May 16 , 2013
Via E -mail
Howard D. Polsky
General Counsel and Secretary
K12 Inc.
2300 Corporate Park Drive
Herndon, VA 20171
Re: K12 Inc.
Form 10 -K for the Year Ended June 30, 2012
Filed September 12, 2012
Response dated April 30 , 2013
File No. 001 -33883
Dear Mr. Polsky :
We have reviewed your response and have the following comment . In our comment , we
ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days and indicate that y ou will comply
with our comment in future filings. Confirm in writing that you will do so and also explain to us
how you intend to comply. If you do not believe our comment applies to your facts and
circumstances or do not believe compliance in future disclosure is appropriate, please tell us why
in your response.
After reviewing the information you provi de in response to the comment , we may have
additional comments.
Howard D. Pol sky
K12 Inc.
May 16 , 2013
Page 2
Definitive Proxy Statement Incorporated by Reference into Part III of Form 10 -K
Summary Compensation Table for Fiscal Year 2012, page 39
1. We have considered your further response to comment 8 from our letter dated Fe bruary
21, 2013. Please explain the basis for your view that there is no FASB ASC Topic 718
grant date until the Compensation Committee determines the shares earned after the fiscal
year in which the performance parameters run. In your explanation clearl y describe the
features of the award on which you have based your determination. If your determination
to delay the accounting “grant date” is based solely on the existence of a negative
discretion feature in the award, explain why Question 119.24 of Regu lation S -K
Compliance and Disclosure Interpretations does not apply. Please refer to Question
119.24 of Regulation S -K Compliance and Disclosure Interpretations, available on our
website at http://www.sec.gov/divisions/corpfin/guidance/regs -kinterp.htm .
You may contact Joseph Kempf, Senior Staff Accountant, at 202-551-3352 or Ivette
Leon, Assistant Chief Accountant, at 202-551-3351 if you have questions regarding comments
on the financial statements and related matters. Please contact Jonathan Groff, St aff Attorney, at
202-551-3458, Kathleen Krebs, Special Counsel, at 202 -551-3350 or me at 202-551-3810 with
any other questions.
Sincerely,
/s/ Larry Spirgel
Larry Spirgel
Assistant Director
cc: Via E-mail to
William P. O’Neil , Esq.
Latham & Watkins LLP