February 2, 2009
VIA EDGAR
Mr. Mark Kronforst
Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C. 20549
| | |
| Re: | | JDA Software Group, Inc.
Response to your letter dated January 16, 2009 concerning Definitive Proxy
Statement on Schedule 14A filed April 11, 2008, File No. 000-27876 |
Dear Mr. Kronforst:
We have received your letter dated January 16, 2009 regarding your additional comments in connection with our response letter dated December 23, 2008 and the above-referenced filing. Below is our written response to each comment.
Definitive Proxy Statement Filed April 11, 2008
Comment 1. –Executive Compensation Elements in 2007, Annual Bonuses, page 20. We note your response to prior comment number 9. We do not agree with your conclusion that tabular disclosure of bonus awards under your non-equity compensation plan does not need to be made in columns (c) through (e) of the Grants of Plan-Based Awards table because all cash bonuses earned by your named executive officers were paid prior to the filing date of your definitive proxy statement and were reflected in the Summary Compensation Table. Item 402(d) of Regulation S-K requires disclosure concerning each grant of an award made to a named executive officer in the last completed fiscal year under any plan. See also Question 119.05 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations. The amounts specified by Item 402(d)(2)(iii) of Regulation S-K should be disclosed in columns (c) through (e) of your Grants of Plan-Based Awards table; the heading over the columns may be changed to “Estimated possible payouts under non-equity incentive plan awards.” See Question 120.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations of Regulation S-K. In your response letter, please include a representation that you will comply with this in future filings.
We confirm that we will disclose our non-equity incentive plan bonus award amounts in columns (c) through (e) of our Grants of Plan-Based Awards table in all future filings with the SEC
Mr. Mark Kronforst
Page 2
February 2, 2009
pursuant to Item 402(d)(1) and Item 402(d)(2)(iii) of Regulation S-K. We may change the heading over columns (c) through (e) to “Estimated Potential Payouts Under Non-Equity Incentive Plan Awards” pursuant to the guidance provided under Question 120.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations of Regulation S-K.
For example, the bonuses reported for the Named Executive Officers (“NEO”) in the Summary Compensation Table represent the total dollar value of non-equity cash incentive awards earned by the NEO for services performed under the annual Cash Incentive Plan for 2007. The total cash incentive awards were accrued and expensed by the Company in 2007, however, a portion of the awards were not actually paid until February 2008.
The target and actual bonuses earned by the NEO under the 2007 Cash Incentive Plan were discussed in our previous response dated December 23, 2008 and would be reported in the Grants of Plan-Based Awards Table under columns (c) through (e) as follows:
| | | | | | | | | | | | | | | | | |
| | | Estimated Potential Payouts Under 2007 Non-Equity |
| | | Incentive Plan Awards |
| | | | | | | Actual | | Actual | | Total Actual |
| | | Target | | Awards | | Awards | | Awards |
| | | Awards | | Paid in 2007 | | Paid in 2008 | | Paid |
| | | ($) | | ($) | | ($) | | ($) |
| Hamish N. Brewer | | $ | 350,000 | | | $ | 218,750 | | | $ | 126,000 | | | $ | 344,750 | |
| Kristen L. Magnuson | | | 225,000 | | | | 140,625 | | | | 81,000 | | | | 221,625 | |
| Christopher J. Koziol | | | 275,000 | | | | 171,875 | | | | 99,000 | | | | 270,875 | |
| Philip Boland | | | 250,000 | | | | 161,200 | | | | 90,000 | | | | 251,200 | |
| Laurent F. Ferrere II | | | 250,000 | | | | 62,500 | | | | 90,000 | | | | 152,500 | |
Comment 2. –Equity-Based Awards, page 21. We note your response to prior comment number 11. We do not agree with your conclusion that tabular disclosure of bonus awards under your equity compensation plan does not need to be made in columns (f) through (h) of your Grants of Plan-Based Awards table because all awards earned by your named executive officers were issued prior to the filing date of your definitive proxy statement, and were reflected in the Summary Compensation Table and disclosed under column (i) of your Grants of Plan-Based Awards table. The amounts specified by Item 402(d)(2)(iv) of Regulation S-K should be disclosed in columns (f) through (h) of your Grants of Plan-Based Awards table; you may change the heading over the columns to “Estimated possible payouts under the equity incentive plan awards.” See Question 120.02 of the Division of Corporation Finance’sCompliance & Disclosure Interpretations of Regulation S-K. In your response letter, please include a representation that you will comply with this in future filings.
2
Mr. Mark Kronforst
Page 3
February 2, 2009
We confirm that we will disclose our bonus awards under our equity compensation plan in columns (f) through (h) of our Grants of Plan-Based Awards table in all future filings with the SEC pursuant to Item 402(d)(1) and Item 402(d)(2)(iv) of Regulation S-K. We may change the heading over columns (f) through (h) to “Estimated Potential Payouts Under Equity Incentive Plan Awards” pursuant to the guidance provided under Question 120.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations of Regulation S-K.
For example, the NEO stock awards presented in the Summary Compensation Table represent the total grant date fair value of the contingently issuable restricted stock unit awards granted under the Integration Plan. Pursuant to the instructions in Item 402 (c) (2) (v), column (e) of the Summary Compensation Table should only include the dollar amount of the stock awards recognized for financial statement reporting purposes with respect to the fiscal year in accordance with FAS 123R. Since only two-thirds of the grant date fair value was recognized by the Company as share-based compensation in 2007 using graded vesting, the reported amounts in the Summary Compensation Table should have been reported in column (e) as follows:
| | | | | | | | | |
| | | Stock Awards ($) | |
| | | As Reported | | | Corrected | |
| Contingently Issuable Restricted Stock Unit Awards: | | | | | | | | |
| Hamish N. Brewer | | $ | 1,109,024 | | | $ | 739,352 | |
| Kristen L. Magnuson | | | 554,509 | | | | 369,675 | |
| Christopher J. Koziol | | | 776,310 | | | | 517,543 | |
| Philip Boland | | | 332,708 | | | | 221,807 | |
| Laurent F. Ferrere II | | | 306,544 | | | | 204,356 | |
| | | | | | | |
| | | | 3,079,095 | | | $ | 2,052,733 | |
| | | | | | | | | |
| Restricted Stock Awards: | | | | | | | | |
| Laurent F. Ferrere II | | | 394,800 | | | | 49,350 | |
| | | | | | | |
| | | $ | 3,473,895 | | | $ | 2,1802,083 | |
| | | | | | | |
The Company recognized share-based compensation in 2007 on the contingently issuable restricted stock unit awards pursuant to FAS 123R; however, none of the awards were vested as of December 31, 2007. The target, maximum and actual contingently issuable restricted stock awards issued to the NEO were previously provided in our response dated December 23, 2008.
The target, maximum and actual stock awards for each NEO would be reported in the Grants of Plan-Based Awards Table in columns (f) through (g) and the grant date fair values of the awards would be reported under column (l) as follows:
3
Mr. Mark Kronforst
Page 4
February 2, 2009
| | | | | | | | | | | | | | | | | | | |
| | | | | Estimated Potential Payouts Under | | |
| | | | | Equity Incentive Plan Awards | | |
| | | | | Target | | Maximum | | Actual | | Grant Date |
| | | Grant | | Awards | | Awards | | Awards | | Fair Value of |
| | | Date | | (#) | | (#) | | (#) | | Awards ($) |
| | | |
| Contingently Issuable Restricted Stock Awards: | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Hamish N. Brewer | | 3/13/07
5/14/07 | | | 65,905
8,721 | | | | 82,381
10,901 | | | | 65,410
8,656 | | | $ | 955,640
153,384 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | 74,626 | | | | 93,282 | | | | 74,066 | | | $ | 1,109,024 | |
| | | | | | | | | | | | | | | | | | | |
| Kristen L. Magnuson | | 3/13/07
5/14/07 | | | 32,953
4,360 | | | | 41,191
5,450 | | | | 32,706
4,327 | | | $ | 477,835
76,674 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | 37,313 | | | | 46,641 | | | | 37,033 | | | $ | 554,509 | |
| | | | | | | | | | | | | | | | | | | |
| Christopher J. Koziol | | 3/13/07
5/14/07 | | | 46,134
6,104 | | | | 57,668
7,630 | | | | 45,788
6,058 | | | $ | 668,963
107,347 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | 52,238 | | | | 65,298 | | | | 51,846 | | | $ | 776,310 | |
| | | | | | | | | | | | | | | | | | | |
| Philip Boland | | 3/13/07
5/14/07 | | | 19,772
2,616 | | | | 24,715
3,270 | | | | 19,624
2,596 | | | $ | 286,707
46,001 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | 22,388 | | | | 27,985 | | | | 22,220 | | | $ | 332,708 | |
| | | | | | | | | | | | | | | | | | | |
| Laurent F. Ferrere II | | 7/20/07 | | | 15,000 | | | | 18,750 | | | | 14,888 | | | $ | 306,544 | |
| | | | | | | | | | | | | | | | | | | |
| Restricted Stock Awards: | | | | | | | | | | | | | | | | | | |
| Laurent F. Ferrere II | | 7/9/07 | | | | | | | | | | | 20,000 | | | $ | 394,800 | |
The footnotes previously included with the Grants of Plan-Based Awards Table would still apply.
Please feel free to contact me at telephone: (480) 308-3421, Michael Bridge, Senior Vice President and General Counsel, at telephone: (480) 308-3460, or Paul Hurdlow at DLA Piper US LLP, JDA’s outside counsel, at telephone: (512) 457-7020 should you have any further questions or comments.
4
Mr. Mark Kronforst
Page 5
February 2, 2009
| | | | | |
| | Sincerely,
| |
| | /s/ Kristen L. Magnuson | |
| | Kristen L. Magnuson | |
| | Executive Vice President and
Chief Financial Officer | |
| |
5
