November 17, 2014
BY EDGAR AND E-MAIL
Mr. John Cash
Accounting Branch Chief
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Mail Stop 3720
Washington, DC 20549
| Re: | Global Brass and Copper Holdings, Inc. |
Form 10-K for the Year Ended December 31, 2013
Filed March 19, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 8, 2014
File No. 1-35938
Dear Mr. Cash:
We have set forth below the response of Global Brass and Copper Holdings, Inc. (the “Company”) to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter to the Company, dated November 14, 2014. For convenience of reference, the text of the comment in the Staff’s letter has been reproduced in italicized type herein.
Definitive Proxy Statement on Schedule 14A
Compensation Discussion and Analysis, page 18
Equity-Based Compensation, page 23
Comment No. 1
In future filings please provide a discussion of how the compensation committee determined the amount of equity compensation to grant to the named executive officers. Please see Item 402(b)(1)(v) of Regulation S-K. Please also discuss the rationales behind the allocation and timing of equity awards. Please see Item 402(b)(2)(iii) and Item 402(b)(2)(iv) of Regulation S-K.
Response:
The Company undertakes, in future filings, to provide a discussion of how the compensation committee determined the amount of equity compensation to grant to the named executive officers. In addition, to the extent material to the Compensation and Discussion Analysis disclosure, the Company will discuss the rationales behind the allocation and timing of equity awards in future filings.
Mr. John Cash
November 17, 2014
Page 2
* * * * *
As requested by the Staff, the Company acknowledges that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; 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. |
If you have any questions regarding any of the responses in this letter, please call me at 847-240-4700.
| Respectfully submitted, |
| /s/ Robert T. Micchelli |
| Robert T. Micchelli |
| Chief Financial Officer |
| Global Brass and Copper Holdings, Inc. |
| cc: | Scott B. Hamilton |
General Counsel
Global Brass and Copper Holdings, Inc.
Ernest Greene
Staff Accountant
Securities and Exchange Commission