SEC Comment Letter 0000000000-23-009481 to Zumiez Inc (ZUMZ) (CIK 0001318008) (ZUMZ)
Zumiez Inc (ZUMZ) (CIK 0001318008)
Date: Aug. 29, 2023 · CIK: 0001318008 · Accession: 0000000000-23-009481
AI Filing Summary & Sentiment
File numbers found in text: 000-51300
Letter
United States securities and exchange commission logo August 29, 2023 Richard M. Brooks Chief Executive Officer Zumiez Inc. 4001 204th Street SW Lynnwood, Washington 98036 Re:Zumiez Inc. Definitive Proxy Statement on Schedule 14A Filed April 21, 2023 File No. 000-51300 Dear Richard M. Brooks: 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 21, 2023 Pay Versus Performance Table, page 57 1.Please identify each named executive officer included in the calculation of average non- PEO named executive officer compensation, and the fiscal years in which such persons are included. You may provide this information in a footnote to the pay versus performance table. See Regulation S-K Item 402(v)(3). 2.It appears that you have not provided the relationship disclosures required by Regulation S-K Item 402(v)(5). Please 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. 3.We note that you include Net Sales, Product Margin and Operating Profit as your Company-Selected Measures. Regulation S-K Item 402(v)(2)(vi) permits you to designate only one Company-Selected Measure, which, in your assessment, "represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by [you] to link compensation actually paid to [your] named executive
FirstName LastNameRichard M. Brooks Comapany NameZumiez Inc. August 29, 2023 Page 2 FirstName LastName Richard M. Brooks Zumiez Inc. August 29, 2023 Page 2 officers, for the most recently completed fiscal year, to company performance." Please ensure that you include only one Company-Selected Measure in the table. You may elect to provide in the table one or more performance measures in addition to the Company- Selected Measure, provided that the disclosures about those measures "may not be misleading or obscure the required information, and the additional performance measures may not be presented with greater prominence than the required disclosure." See Pay Versus Performance, Release No. 34–95607 (Apr. 29, 2015) [87 FR 55134 (Sept. 8, 2022)] at 55159. Also note that each additional measure must also be accompanied by a clear description of the relationship between executive compensation actually paid to the registrant’s PEO, and, on average, to the other NEOs, and that measure, across each of the fiscal years included in the pay versus performance table. See Regulation S-K Item 402(v)(5)(iv).
In addition, for any such measure provided in the pay versus performance table that is not a financial measure under generally accepted accounting principles, please ensure that you provide disclosure showing how the measure is calculated from your audited financial statements, as required by Regulation S-K Item 402(v)(2)(v). If the disclosure appears in a different part of the definitive proxy statement you may satisfy the disclosure requirement by a cross-reference thereto; however, incorporation by reference to a separate filing will not satisfy this disclosure requirement. 4.It appears that you have not provided the tabular list of at least three, and up to seven, financial performance measures, which in your assessment represent the most important financial performance measures used by you to link compensation actually paid to your named executive officers, for the most recently completed fiscal year, to your performance, as required by Regulation S-K Item 402(v)(6). Please ensure that you provide this required disclosure in its entirety. The Tabular List should include your Company-Selected Measure and any additional measures that you have elected to include in the pay versus performance table. Please contact John Stickel at 202-551-3324 or Amanda Ravitz at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
August 29, 2023
Richard M. Brooks
Chief Executive Officer
Zumiez Inc.
4001 204th Street SW
Lynnwood, Washington 98036
Re:Zumiez Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 000-51300
Dear Richard M. Brooks:
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 21, 2023
Pay Versus Performance Table, page 57
1.Please identify each named executive officer included in the calculation of average non-
PEO named executive officer compensation, and the fiscal years in which such persons
are included. You may provide this information in a footnote to the pay versus
performance table. See Regulation S-K Item 402(v)(3).
2.It appears that you have not provided the relationship disclosures required by Regulation
S-K Item 402(v)(5). Please 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.
3.We note that you include Net Sales, Product Margin and Operating Profit as your
Company-Selected Measures. Regulation S-K Item 402(v)(2)(vi) permits you to designate
only one Company-Selected Measure, which, in your assessment, "represents the most
important financial performance measure (that is not otherwise required to be disclosed in
the table) used by [you] to link compensation actually paid to [your] named executive
FirstName LastNameRichard M. Brooks
Comapany NameZumiez Inc.
August 29, 2023 Page 2
FirstName LastName
Richard M. Brooks
Zumiez Inc.
August 29, 2023
Page 2
officers, for the most recently completed fiscal year, to company performance." Please
ensure that you include only one Company-Selected Measure in the table. You may elect
to provide in the table one or more performance measures in addition to the Company-
Selected Measure, provided that the disclosures about those measures "may not be
misleading or obscure the required information, and the additional performance measures
may not be presented with greater prominence than the required disclosure." See Pay
Versus Performance, Release No. 34–95607 (Apr. 29, 2015) [87 FR 55134 (Sept. 8,
2022)] at 55159. Also note that each additional measure must also be accompanied by a
clear description of the relationship between executive compensation actually paid to the
registrant’s PEO, and, on average, to the other NEOs, and that measure, across each of the
fiscal years included in the pay versus performance table. See Regulation S-K Item
402(v)(5)(iv).
In addition, for any such measure provided in the pay versus performance table that is not
a financial measure under generally accepted accounting principles, please ensure that you
provide disclosure showing how the measure is calculated from your audited financial
statements, as required by Regulation S-K Item 402(v)(2)(v). If the disclosure appears in
a different part of the definitive proxy statement you may satisfy the disclosure
requirement by a cross-reference thereto; however, incorporation by reference to a
separate filing will not satisfy this disclosure requirement.
4.It appears that you have not provided the tabular list of at least three, and up to seven,
financial performance measures, which in your assessment represent the most important
financial performance measures used by you to link compensation actually paid to
your named executive officers, for the most recently completed fiscal year, to your
performance, as required by Regulation S-K Item 402(v)(6). Please ensure that you
provide this required disclosure in its entirety. The Tabular List should include your
Company-Selected Measure and any additional measures that you have elected to include
in the pay versus performance table.
Please contact John Stickel at 202-551-3324 or Amanda Ravitz at 202-551-3412 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program