SEC Comment Letter for Mueller Water Products, (MWA) — Feb 24, 2010
Mueller Water Products, Inc.
Date: Feb. 24, 2010 · CIK: 0001350593 · Accession: 0000000000-10-010573
AI Filing Summary & Sentiment
File numbers found in text: 001-32892
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Via U.S. Mail and Facsimile (770/206-4243) Mail Stop 4631 February 24, 2010 Evan L. Hart Senior Vice President and Chief Financial Officer Mueller Water Products, Inc. 1200 Abernathy Road N.E. Atlanta, Georgia 30328
Re: Mueller Water Products, Inc. Form 10-K for the fiscal year ended September 30, 2009 Filed November 24, 2009 Definitive Proxy Statement on Schedule 14A Filed December 16, 2009 File No. 001-32892
Dear Mr. Hart:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. 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 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
Exhibit Index, page 59 1. It appears that you have omitted the schedules and exhibits referenced in exhibits
Evan L. Hart Mueller Water Products, Inc. February 24, 2010 Page 2 10.1, 10.1.1 and 10.1.2. Please re-file these schedules and exhi bits with your next Exchange Act report. See Item 601(b)(10) of Regulation S-K.
Definitive Proxy Statement
Director Attendance at Board, Committee and A nnual Meetings, page 17
2. In future filings, please disclose the number of co mmittee meetings held by each committee of the board during the last fisc al year pursuant to Item 407(b)(3) of Regulation S-K. Annual Cash Incentive Awards, page 38
3. We note disclosure on page 38 that individua l goals have a total weight of 30% of the total cash incentive target. We also note that Messrs. Hyland, Fish and Torok were awarded annual cash incentive awar ds which represent twice the target incentives for personal goals for these executives under the Management Incentive Program. Please disclose how the Committee assessed performance in relation to the respective individual goa ls and describe why such performance resulted in twice the target incen tives for personal performance.
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Evan L. Hart Mueller Water Products, Inc. February 24, 2010 Page 3 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing. You may contact Dale Welcome, Sta ff Accountant at (202) 551-3865 or Terence O’Brien, Accounting Branch Chief at (202) 551-3355 if you have questions regarding comments on the financial statements and related matters. Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Jay Ingram, Legal Branch Chief at (202) 551-3397 with any other questions. Sincerely,
Pamela Long Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Via U.S. Mail and Facsimile (770/206-4243)
Mail Stop 4631 February 24, 2010 Evan L. Hart Senior Vice President and Chief Financial Officer Mueller Water Products, Inc. 1200 Abernathy Road N.E. Atlanta, Georgia 30328
Re: Mueller Water Products, Inc.
Form 10-K for the fiscal year ended September 30, 2009
Filed November 24, 2009 Definitive Proxy Statement on Schedule 14A Filed December 16, 2009
File No. 001-32892
Dear Mr. Hart:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. 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 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
Exhibit Index, page 59
1. It appears that you have omitted the schedules and exhibits referenced in exhibits
Evan L. Hart
Mueller Water Products, Inc.
February 24, 2010 Page 2
10.1, 10.1.1 and 10.1.2. Please re-file these schedules and exhi bits with your next
Exchange Act report. See Item 601(b)(10) of Regulation S-K.
Definitive Proxy Statement
Director Attendance at Board, Committee and A nnual Meetings, page 17
2. In future filings, please disclose the number of co mmittee meetings held by each
committee of the board during the last fisc al year pursuant to Item 407(b)(3) of
Regulation S-K.
Annual Cash Incentive Awards, page 38
3. We note disclosure on page 38 that individua l goals have a total weight of 30% of
the total cash incentive target. We also note that Messrs. Hyland, Fish and Torok
were awarded annual cash incentive awar ds which represent twice the target
incentives for personal goals for these executives under the Management Incentive Program. Please disclose how the Committee assessed performance in
relation to the respective individual goa ls and describe why such performance
resulted in twice the target incen tives for personal performance.
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
Evan L. Hart
Mueller Water Products, Inc. February 24, 2010 Page 3 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing. You may contact Dale Welcome, Sta ff Accountant at (202) 551-3865 or Terence
O’Brien, Accounting Branch Chief at (202) 551-3355 if you have questions regarding
comments on the financial statements and related matters. Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Jay Ingram, Legal Branch Chief at (202)
551-3397 with any other questions.
Sincerely,
Pamela Long
Assistant Director