SEC Comment Letter 0000000000-23-008595 to Pennant Group, Inc. (PNTG) (CIK 0001766400) (PNTG)
Pennant Group, Inc. (PNTG) (CIK 0001766400)
Date: Aug. 8, 2023 · CIK: 0001766400 · Accession: 0000000000-23-008595
AI Filing Summary & Sentiment
File numbers found in text: 001-38900
Letter
United States securities and exchange commission logo August 8, 2023 Brent J. Guerisoli Chief Executive Officer The Pennant Group, Inc. 1675 E. Riverside Drive, Suite 150 Eagle, Idaho 83616 Re:The Pennant Group, Inc. Definitive Proxy Statement on Schedule 14A Filed April 13, 2023 File No. 001-38900 Dear Brent J. Guerisoli: 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 13, 2023 Pay Versus Performance, page 27 1.We note that the peer group discussed below the pay versus performance table is not a published industry or line-of-business index. Accordingly, please ensure that you list all of the companies that comprise the peer group used in your pay versus performance table. Refer to Regulation S-K Item 402(v)(2)(iv). 2.Refer to the reconciliation table in footnote (2) to your pay versus performance table. It is unclear what amounts are reflected in the row titled "Year over Year Change in Fair Value of Equity Awards Granted in Prior Year that Vested in the Year." Specifically, equity awards granted in prior years that vest during the relevant year should be valued as the difference between the fair value as of the end of the prior fiscal year and the vesting date, not the "year over year" change in value. Please ensure that your table headings reflect accurately the amounts used to calculate compensation actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
FirstName LastNameBrent J. Guerisoli Comapany NameThe Pennant Group, Inc. August 8, 2023 Page 2 FirstName LastName Brent J. Guerisoli The Pennant Group, Inc. August 8, 2023 Page 2 3.Please provide a clear description of the relationship between compensation actually paid and your total shareholder return. Please note that it is not sufficient to state that no relationship exists, even if a particular measure is not used in setting compensation. Please also provide a clear description of the relationship between your total shareholder return and the total shareholder return of your peer group. Refer to Regulation S-K Items 402(v)(5)(i) and (iv). 4.We note that you have included Adjusted Net Income as your Company-Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please include your Company-Selected Measure in in the Tabular List provided pursuant to Regulation S-K Item 402(v)(6). We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Daniel Crawford at 202-551-7767 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 8, 2023
Brent J. Guerisoli
Chief Executive Officer
The Pennant Group, Inc.
1675 E. Riverside Drive, Suite 150
Eagle, Idaho 83616
Re:The Pennant Group, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 13, 2023
File No. 001-38900
Dear Brent J. Guerisoli:
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 13, 2023
Pay Versus Performance, page 27
1.We note that the peer group discussed below the pay versus performance table is not a
published industry or line-of-business index. Accordingly, please ensure that you list all of
the companies that comprise the peer group used in your pay versus performance table.
Refer to Regulation S-K Item 402(v)(2)(iv).
2.Refer to the reconciliation table in footnote (2) to your pay versus performance table. It is
unclear what amounts are reflected in the row titled "Year over Year Change in Fair Value
of Equity Awards Granted in Prior Year that Vested in the Year." Specifically, equity
awards granted in prior years that vest during the relevant year should be valued as the
difference between the fair value as of the end of the prior fiscal year and the vesting date,
not the "year over year" change in value. Please ensure that your table headings reflect
accurately the amounts used to calculate compensation actually paid. Refer to Item
402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
FirstName LastNameBrent J. Guerisoli
Comapany NameThe Pennant Group, Inc.
August 8, 2023 Page 2
FirstName LastName
Brent J. Guerisoli
The Pennant Group, Inc.
August 8, 2023
Page 2
3.Please provide a clear description of the relationship between compensation actually paid
and your total shareholder return. Please note that it is not sufficient to state that no
relationship exists, even if a particular measure is not used in setting compensation. Please
also provide a clear description of the relationship between your total shareholder return
and the total shareholder return of your peer group. Refer to Regulation S-K Items
402(v)(5)(i) and (iv).
4.We note that you have included Adjusted Net Income as your Company-Selected Measure
pursuant to Regulation S-K Item 402(v)(2)(vi). Please include your Company-Selected
Measure in in the Tabular List provided pursuant to Regulation S-K Item 402(v)(6).
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Daniel Crawford at 202-551-7767 or Amanda Ravitz at 202-551-
3412 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program