May 17, 2012
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Mr. Matthew Crispino
| Re: | Comment Response |
TechTarget, Inc. Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 15, 2012
File No. 001-33472
Dear Mr. Crispino:
Further to your May 15, 2012 telephone discussion with the Company’s legal counsel, Graham Robinson of Wilmer Cutler Pickering Hale and Dorr LLP, in which comments from the Staff of the U.S. Securities and Exchange Commission (“the Staff”) were provided, the Company’s response to such comments is as follows:
Schedule 14A
Compensation, Discussion and Analysis, page 13
| 1. | Request for disclosure of the 2011 quarterly and annual target amounts for each named executive officer under the 2011 Executive Incentive Bonus Plan. |
Response 1:
The following chart contains the “Actual” and “Budget” (Target) amounts for the two metrics (Revenue and Adjusted EBITDA) used in 2011 to calculate the amounts payable to each Named Executive Officer under the 2011 Executive Incentive Bonus Plan, the methodology of which calculation is detailed in the narrative included in the “Annual Performance Bonus subsection” of the “Elements of Executive Compensation”section of the CD&A. Each such Named Executive Officer was paid the relevant percentage of their target bonus amount (see table on page 15).
TechTarget Ÿ 275 Grove Street Ÿ Newton, MA 02466
Revenue | Actual | Budget | % | |||||||||
Q1 | 22,566,313 | 22,937,462 | 98.4 | % | ||||||||
Q2 | 28,102,000 | 26,634,999 | 105.5 | % | ||||||||
Q3 | 25,892,000 | 25,789,773 | 100.4 | % | ||||||||
Q4 | 28,938,000 | 29,754,217 | 97.3 | % | ||||||||
2011 | 105,498,313 | 105,116,452 | 100.4 | % | ||||||||
Adjusted EBITDA | ||||||||||||
Q1 | 3,760,611 | 3,988,433 | 94.3 | % | ||||||||
Q2 | 7,573,540 | 6,803,540 | 111.3 | % | ||||||||
Q3 | 5,426,379 | 5,824,255 | 93.2 | % | ||||||||
Q4 | 8,512,000 | 9,999,320 | 85.1 | % | ||||||||
2011 | 25,272,530 | 26,615,548 | 95.0 | % | ||||||||
Compensation, Discussion and Analysis, page 16
| 2. | Request for clarification of a reference on page 16 to a restricted stock grant made to Michael Cotoia, which grant is not reflected in the Summary Compensation Table on page 18. |
Response 2:
The reference to a restricted stock grant to Michael Cotoia on page 16 was an error. In fiscal year 2011, the Company, in fact, did not make equity grants to any of its named executive officers, including Mr. Cotoia. The information provided regarding Mr. Cotoia’s fiscal year 2011 compensation in the “Summary Compensation Table” on page 18 and in the “Fiscal Year 2011 Grants of Plan-Based Awards” table on page 19, which tables do not reflect a restricted stock grant, are correct.
* * * *
TechTarget Ÿ 275 Grove Street Ÿ Newton, MA 02466
The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing; and that Staff comments or changes to disclosure in response to the Staff comments do not foreclose the Commission from taking any action with respect to the filing; and that 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.
If you have additional questions or comments, please do not hesitate to call me at (617) 431-9465.
Sincerely,
/s/ Rick Olin | ||
| Rick Olin | ||
| Secretary, Vice President and General Counsel | ||
| cc: | Graham Robinson, Esq., Wilmer Cutler Pickering Hale and Dorr LLP |
TechTarget Ÿ 275 Grove Street Ÿ Newton, MA 02466