SEC Comment Letter for NORTHRIM BANCORP INC (NRIM) (CIK 0001163370) (NRIM) — Jan 6, 2009
NORTHRIM BANCORP INC (NRIM) (CIK 0001163370)
Date: Jan. 6, 2009 · CIK: 0001163370 · Accession: 0000000000-09-000476
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-33501
Referenced dates: December 5, 2008, July 17, 2008
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 4561 January 6, 2009 By U.S. Mail and Facsimile to: (206) 757-7178 Joseph M. Schierhorn Executive Vice President, Chief Financial Officer Northrim BanCorp, Inc. 3111 C Street Anchorage, AK 99503
Re: Northrim BanCorp, Inc. Form 10-K for the Fiscal Year Ended December 31, 2007 Filed March 14, 2008 File No. 000-33501
Dear Mr. Schierhorn:
We have reviewed your response filed with the Commission on December 31, 2008 and have the following additional comm ents. Where indicated, we think you should revise your document in response to these comme nts in future filings. If you disagree, we will consider your explanation as to why a comment is inapplicable or a revision is unnecessary. Please be as detaile d as necessary in your explanation. In our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewi ng this information, we may or may not raise additional comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2007
Item 11. Executive Compensation
Compensation Discussion and Analysis, pa ge 7 of Definitive Proxy Statement on Schedule 14A
1. We note your response to comment 1 in our letter dated December 5, 2008. We are unable to agree with your determinat ion that the performance targets in
Joseph M. Schierhorn Northrim BanCorp, Inc. January 6, 2009 Page 2
question are confidential due to the po tential for competitive harm to the company. Please confirm that the compa ny will disclose any similar performance targets in future filings.
Item 13. Certain Relationsh ips and Related Transactions
Interest of Management in Certain Transa ctions, page 30 of Definitive Proxy Statement on Schedule 14A
2. We note your response to comment 2 in our letter dated December 5, 2008. As previously noted in comment 10 in our letter dated July 17, 2008, please avoid qualifying the representations by incl uding terms like “in the opinion of management.”
Item 15. Exhibits, Financial Statement Schedules
3. We note your response to comment 3 in our letter dated December 5, 2008. Please file the Executive Incentive Plan as an exhibit as soon as possible. Closing Comments
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewing your response to our comments. Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3448 with any questions. Sincerely,
Jessica Livingston Staff Attorney cc: Sandra Gallagher-Alford Davis Wright Tremaine LLP Suite 2300 777 108th Avenue NE Bellevue, Washington 98004-5149
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
January 6, 2009
By U.S. Mail and Facsimile to: (206) 757-7178
Joseph M. Schierhorn Executive Vice President, Chief Financial Officer Northrim BanCorp, Inc. 3111 C Street Anchorage, AK 99503
Re: Northrim BanCorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007 Filed March 14, 2008 File No. 000-33501
Dear Mr. Schierhorn:
We have reviewed your response filed with the Commission on December 31,
2008 and have the following additional comm ents. Where indicated, we think you should
revise your document in response to these comme nts in future filings. If you disagree, we
will consider your explanation as to why a comment is inapplicable or a revision is
unnecessary. Please be as detaile d as necessary in your explanation. In our comments, we
may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewi ng this information, we may or may not raise additional
comments.
We welcome any questions you may have about our comments or any other
aspect of our review. Feel free to call us at the telephone numbers listed at the end of this
letter.
Form 10-K for the Fiscal Year Ended December 31, 2007
Item 11. Executive Compensation
Compensation Discussion and Analysis, pa ge 7 of Definitive Proxy Statement on
Schedule 14A
1. We note your response to comment 1 in our letter dated December 5, 2008. We
are unable to agree with your determinat ion that the performance targets in
Joseph M. Schierhorn
Northrim BanCorp, Inc. January 6, 2009 Page 2
question are confidential due to the po tential for competitive harm to the
company. Please confirm that the compa ny will disclose any similar performance
targets in future filings.
Item 13. Certain Relationsh ips and Related Transactions
Interest of Management in Certain Transa ctions, page 30 of Definitive Proxy Statement
on Schedule 14A
2. We note your response to comment 2 in our letter dated December 5, 2008. As
previously noted in comment 10 in our letter dated July 17, 2008, please avoid
qualifying the representations by incl uding terms like “in the opinion of
management.”
Item 15. Exhibits, Financial Statement Schedules
3. We note your response to comment 3 in our letter dated December 5, 2008.
Please file the Executive Incentive Plan as an exhibit as soon as possible.
Closing Comments
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please understand that we may have additional
comments after reviewing your response to our comments.
Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3448 with any
questions.
Sincerely,
Jessica Livingston Staff Attorney
cc: Sandra Gallagher-Alford Davis Wright Tremaine LLP
Suite 2300 777 108th Avenue NE Bellevue, Washington 98004-5149