SEC Comment Letter 0000000000-24-000045 to TPG Inc. (TPG, TPGXL) (CIK 0001880661) (TPG)
TPG Inc. (TPG, TPGXL) (CIK 0001880661)
Date: Jan. 2, 2024 · CIK: 0001880661 · Accession: 0000000000-24-000045
AI Filing Summary & Sentiment
File numbers found in text: 001-41222
Letter
United States securities and exchange commission logo January 2, 2024 Jon Winkelried Chief Executive Officer TPG Inc. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 Re:TPG Inc. Definitive Proxy Statement on Schedule 14A Filed April 25, 2023 File No. 001-41222 Dear Jon Winkelried: 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 25, 2023 Pay Versus Performance, page 51 1.Refer to footnote (1) to your pay versus performance table. Please note that, for outstanding stock awards and option awards, the calculations required by Item 402(v)(2)(iii)(C)(1) of Regulation S-K should be determined based on the change in fair value from the end of the prior fiscal year. The fair value of these awards should not be determined based on other dates, such as the date of your initial public offering. Please ensure that you make your Regulation S-K Item 402(v)(2)(iii)(C)(1) calculations starting with the end of your prior fiscal year. See Regulation S-K Compliance & Disclosure Interpretation Questions 128D.14 and 128D.15 for guidance. 2.We note that your peer group is the Standard & Poor's (S&P) 500 Index. If your Regulation S-K Item 402(v)(2)(iv) peer group is an index, it should be the published industry or line-of-business index used under Regulation S-K Item 201(e)(1)(ii), and not a broad market index. In future filings, please ensure that your peer group is either a published industry or line-of-business index or, if applicable, the companies used in the compensation discussion and analysis under Regulation S-K Item 402(b). We note in this regard your use of the Dow Jones U.S. Asset Manager Index in your stock performance graph reported pursuant to Item 201(e) of Regulation S-K. 3.It appears that you have not provided the relationship disclosures required by Regulation
FirstName LastNameJon Winkelried Comapany NameTPG Inc. January 2, 2024 Page 2 FirstName LastName Jon Winkelried TPG Inc. January 2, 2024 Page 2 S-K Item 402(v)(5). Please provide this required disclosure in its entirety. Although you may provide this information graphically, narratively, or a combination of the two, this disclosure must be separate from the pay versus performance table required by Regulation S-K Item 402(v)(1) and must provide a clear description of each separate relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not sufficient to state that no relationship exists, even if a particular measure is not used in setting compensation. Please contact Eric Envall at 202-551-3234 or Amanda Ravitz at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
Show Raw Text
United States securities and exchange commission logo
January 2, 2024
Jon Winkelried
Chief Executive Officer
TPG Inc.
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Re:TPG Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 25, 2023
File No. 001-41222
Dear Jon Winkelried:
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 25, 2023
Pay Versus Performance, page 51
1.Refer to footnote (1) to your pay versus performance table. Please note that, for
outstanding stock awards and option awards, the calculations required by Item
402(v)(2)(iii)(C)(1) of Regulation S-K should be determined based on the change in fair
value from the end of the prior fiscal year. The fair value of these awards should not be
determined based on other dates, such as the date of your initial public offering. Please
ensure that you make your Regulation S-K Item 402(v)(2)(iii)(C)(1) calculations starting
with the end of your prior fiscal year. See Regulation S-K Compliance & Disclosure
Interpretation Questions 128D.14 and 128D.15 for guidance.
2.We note that your peer group is the Standard & Poor's (S&P) 500 Index. If your
Regulation S-K Item 402(v)(2)(iv) peer group is an index, it should be the published
industry or line-of-business index used under Regulation S-K Item 201(e)(1)(ii), and not a
broad market index. In future filings, please ensure that your peer group is either a
published industry or line-of-business index or, if applicable, the companies used in the
compensation discussion and analysis under Regulation S-K Item 402(b). We note in this
regard your use of the Dow Jones U.S. Asset Manager Index in your stock performance
graph reported pursuant to Item 201(e) of Regulation S-K.
3.It appears that you have not provided the relationship disclosures required by Regulation
FirstName LastNameJon Winkelried
Comapany NameTPG Inc.
January 2, 2024 Page 2
FirstName LastName
Jon Winkelried
TPG Inc.
January 2, 2024
Page 2
S-K Item 402(v)(5). Please provide this required disclosure in its entirety. Although you
may provide this information graphically, narratively, or a combination of the two, this
disclosure must be separate from the pay versus performance table required by Regulation
S-K Item 402(v)(1) and must provide a clear description of each separate relationship
indicated in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not sufficient to state
that no relationship exists, even if a particular measure is not used in setting
compensation.
Please contact Eric Envall at 202-551-3234 or Amanda Ravitz at 202-551-3412 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program