SEC Comment Letter for Mistras Group, Inc. (MG) (CIK 0001436126) (MG) — Feb 18, 2011
Mistras Group, Inc. (MG) (CIK 0001436126)
Date: Feb. 18, 2011 · CIK: 0001436126 · Accession: 0000000000-11-011017
AI Filing Summary & Sentiment
Reasoning
Referenced dates: January 28, 2011
Letter
February 18, 2011 Mr. Sotirios J. Vahaviolos Chairman, Chief Executive Officer and President Mistras Group, Inc. 195 Clarksville Road Princeton Junction, NJ 08550 Re: Mistras Group, Inc. Form 10-K for the Fiscal Year Ended May 31, 2010 Filed August 17, 2010 Definitive Proxy Statement on Schedule 14A Filed September 16, 2010
Dear Mr. Vahaviolos: We have reviewed your response letter date d February 11, 2011 and have the following additional comments. If you disagree, we will cons ider your explanation as to why our comment is inapplicable. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. Form 10-K for the Year Ended May 31, 2010
Business, page 3
General
1. We note your response to comment two in our letter dated January 28, 2011. Please confirm that you will provide disclosure rega rding the extent to which the business of your segments is seasonal in your Business section in future filings. We note that the revised disclosure you have included in your response is included within the Risk Factors. See Item 101(c)(v) of Regulation S-K. Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 16
Annual Cash Incentives, page 17
2. We note your response to comment 15 in our letter dated January 28, 2011, however, given your disclosure on page 17 stating that each executive officer had the potential to earn cash incentives based upon a percentage of his or her base salary, and the cash
Mr. Sotirios J. Vahaviolos Mistras Group, Inc. February 18, 2011 Page 2
incentives were principally based on pre-dete rmined performance targets for revenue and adjusted EBITDA, we are not able to concur with your view that you did not have an incentive plan as that term is defined in Item 402(a)(6)(iii) of Regulation S-K. We recognize that because you did not meet such targets, the bonuses ultimately paid to your named executive officers were discretionary. However, despite the fact that the applicable performance targets were not me t, Item 402(d)(2)(iii) requires that the potential payments that could have been made pursuant under your annual cash incentive plan be disclosed in the Grants of Plan-Bas ed Awards table. Please confirm that in your future filings you will provide the requisite disclosure in the Grants of Plan-Based Awards table for any such incentive plan, or advise us as to why you believe such disclosure was not required.
As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furn ish a letter that keys your responses to our comments and provides any requested supplemen tal information. Detailed response letters greatly facilitate our review. Please file your re sponse letter on EDGAR. Please understand that we may have additional comments after re viewing your responses to our comments. You may contact Erin Jaskot, Staff Attorney, at (202) 551- 3442, or me at (202) 551-3397 with any questions.
Sincerely,
Jay Ingram Legal Branch Chief
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February 18, 2011 Mr. Sotirios J. Vahaviolos Chairman, Chief Executive Officer and President Mistras Group, Inc. 195 Clarksville Road Princeton Junction, NJ 08550 Re: Mistras Group, Inc. Form 10-K for the Fiscal Year Ended May 31, 2010 Filed August 17, 2010 Definitive Proxy Statement on Schedule 14A Filed September 16, 2010 Dear Mr. Vahaviolos: We have reviewed your response letter date d February 11, 2011 and have the following additional comments. If you disagree, we will cons ider your explanation as to why our comment is inapplicable. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. Form 10-K for the Year Ended May 31, 2010 Business, page 3 General 1. We note your response to comment two in our letter dated January 28, 2011. Please confirm that you will provide disclosure rega rding the extent to which the business of your segments is seasonal in your Business section in future filings. We note that the revised disclosure you have included in your response is included within the Risk Factors. See Item 101(c)(v) of Regulation S-K. Definitive Proxy Statement on Schedule 14A Compensation Discussion and Analysis, page 16 Annual Cash Incentives, page 17 2. We note your response to comment 15 in our letter dated January 28, 2011, however, given your disclosure on page 17 stating that each executive officer had the potential to earn cash incentives based upon a percentage of his or her base salary, and the cash Mr. Sotirios J. Vahaviolos Mistras Group, Inc. February 18, 2011 Page 2 incentives were principally based on pre-dete rmined performance targets for revenue and adjusted EBITDA, we are not able to concur with your view that you did not have an incentive plan as that term is defined in Item 402(a)(6)(iii) of Regulation S-K. We recognize that because you did not meet such targets, the bonuses ultimately paid to your named executive officers were discretionary. However, despite the fact that the applicable performance targets were not me t, Item 402(d)(2)(iii) requires that the potential payments that could have been made pursuant under your annual cash incentive plan be disclosed in the Grants of Plan-Bas ed Awards table. Please confirm that in your future filings you will provide the requisite disclosure in the Grants of Plan-Based Awards table for any such incentive plan, or advise us as to why you believe such disclosure was not required. As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furn ish a letter that keys your responses to our comments and provides any requested supplemen tal information. Detailed response letters greatly facilitate our review. Please file your re sponse letter on EDGAR. Please understand that we may have additional comments after re viewing your responses to our comments. You may contact Erin Jaskot, Staff Attorney, at (202) 551- 3442, or me at (202) 551-3397 with any questions. Sincerely, Jay Ingram Legal Branch Chief