Re: | AMC Networks Inc. Form 10-12B Filed March 17, 2011 File No. 001-35106 |
1. | We note that Mr. Sapan was paid approximately $3.3 million in non-equity incentive plan compensation in 2010. We note this amount was based upon performance in 2010 and the value of awards granted in 2008, earned at the end of 2010. Please tell us why disclosure of these past performance targets would result in competitive harm for Cablevision. We note that these targets have been derived from Cablevisions confidential five-year strategic plans; however, for past periods, it is not clear why disclosure could result in competitive harm since these targets would no longer be considered future targets. |
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Company Response: In response to the Staffs comment, the Company has added additional disclosure on page 107 of the Form 10 to provide additional information regarding performance awards earned in 2010 (and reflected on the Summary Compensation Table). In particular, the Company has provided the actual performance results on which the amounts earned under these awards was based, the growth rates represented by these results, the weighting of each performance objective used when calculating earned amounts and information regarding the calculation methodology. |
The Company has not disclosed the specific targets on which the performance awards were based because the Company believes that these targets remain competitively sensitive, notwithstanding the fact that they relate to historical periods. Past performance targets will necessarily be closely related to future ones, and therefore disclosure of past targets would provide the Companys competitors and customers with competitively sensitive information about its growth targets and strategic business plans. In addition, because the Company also discloses threshold, target and maximum payouts under our performance awards in the year of grant, and subsequently will report the actual payout under those awards when earned, disclosure of specific targets would over time provide the Companys competitors and customers with detailed knowledge of its achievement of internal strategic goals, which would be detrimental to its competitive position. |
| the Company is responsible for the adequacy and accuracy of the disclosure in its filings; | ||
| Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Companys filings; 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. |
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Very truly yours, |
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/s/ Joshua W. Sapan | ||||
Joshua W. Sapan | ||||
President and Chief Executive Officer | ||||
cc: | Jonathan Groff Inessa Kessman Dean Suehiro (Securities and Exchange Commission) Jamie Gallagher (Executive Vice President and General Counsel) John P. Mead (Sullivan & Cromwell LLP) Leonard Sturm (KPMG LLP) |
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