Today’s one of those weird holidays where the markets are open, but the SEC is closed, which means no new filings today. But on Friday, before they left for the holiday weekend, the SEC released a bevy of comment letters, many of which focus on compensation disclosures in the 2009 crop of proxies.

One of the ones that caught our attention was this letter between the SEC and the Washington Post Co. (WPO) which is dated July 16, but only became available on Friday. (Just a reminder: the rules on comment letters are that the SEC releases them no sooner than 45 days after the matter has been deemed resolved). In the letter, the company’s associate general counsel, Nicole Maddrey, says that the company doesn’t agree with the SEC’s request that additional disclosure on bonuses was necessary because it’s not material. Still, the letter does note that:

the more detailed approach proposed by the Staff could have made it easier for an investor to understand the relationship between the bonus amounts paid to our named executive officers and our reported financial results for 2008. We therefore undertake to include such disclosure in future filings to the extent applicable.

The letter is in response to this letter sent back in May to CEO Don Graham which questions how the earnings target used to set bonuses was $31.90, but the actual reported earnings were $6.89 per share. The difference between the two numbers is a bevy of “unusual items” that were excluded to get to the much higher number.

What’s particularly interesting here is that Warren Buffett — long a critic of overly complicated pay structures that use unusual targets – is not just a board member and major investor — he’s the lead director.

Image source: Washington Post

Posted in SEC stuff Tags: comment letters, proxy, Warren Buffett

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