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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

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
August 19, 2014
Author
/s/ Terry French for
Form
UPLOAD
Company
AMC Networks Inc. (AMCX) (CIK 0001514991)

Letter

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

Show Raw Text
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.