SEC Comment Letter for AMC Networks Inc. (AMCX) (CIK 0001514991) (AMCX) — Aug 19, 2014
AMC Networks Inc. (AMCX) (CIK 0001514991)
Date: Aug. 19, 2014 · CIK: 0001514991 · Accession: 0000000000-14-041843
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
August 19, 2014
Via E -mail
Ms. Anne Kelly
Assistant General Counsel
AMC Networks, Inc.
11 Penn Plaza
New York, New York 10001
Re: AMC Networks , Inc.
Form 10-K for the Year Ended December 31, 2013
Filed February 27, 2014
Definitive Proxy Materials on Schedule 14A
Filed April 29, 2014
File No. 001 -35106
Dear Ms. Kelly :
We have reviewed your filing s and have the following comment. Please respond to
this letter within ten business days and indicate that you 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 provide in response to th is comment, we may
have additional comments.
Definitive Proxy Materials on Schedule 14A
Annual Cash Incentives, page 27
1. Your introductory paragraph discloses that your NEOs are awarded bonuses under the
CIP while other members of management are awarded bonuses under the MPIP .
However, your third paragraph on page 28 indicates that “[e]ach of our NEOs holds a
Ms. Anne Kelly
AMC Networks, Inc.
August 19, 2014
Page 2
corporate wide position and, as such his annual incentive award was based on
company -wide achievement under the MPIP.” In future filings, please clarify which
portion o f the annual incentive awards paid by the company to the NEOs, disclosed in
paragraph 3 on page 28, were awarded under the CIP, and which portion were
awarded under the MPIP. Also, please provide more fulsome disclosure concerning
the nature of the “goals, strategies, operating performance and growth initiatives” by
which awards under the MPIP are determined. As applicable, please disclose target
levels with respect to specific quantitative or qualitative performance -related factors
considered in making awa rds pursuant to the MPIP. Please refer to Instruction 4 to
Item 402(b) of Regulation S -K.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and
its management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of t he disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
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.
Please contact Paul Fischer, Staff Attorney, at 202-551-3415 or me at 202-551-3810
with any questions.
Sincerely,
/s/ Terry French for
Larry Spirgel
Assistant Director
Cc: John P. Mead, Esq.