United States securities and exchange commission logo
July 27, 2023
Ellen Gordon
Chief Executive Officer
Tootsie Roll Industries, Inc.
7401 South Cicero Avenue
Chicago, Illinois 60629
Re: Tootsie Roll
Industries, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed March 23,
2023
File No. 001-01361
Dear Ellen Gordon:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A filed March 23, 2023
Pay vs Performance, page 18
1. We note your disclosure
in footnote 1 that compensation actually paid is the same as the
total compensation
reported in the Summary Compensation Table. Please ensure that the
pay versus performance
table includes separate columns for the PEO's total compensation
and the average total
compensation for the non-PEO named executive officers for each
covered fiscal year as
reported in the Summary Compensation Table pursuant to
Regulation S-K Item
402(v)(2).
2. It appears that you
have not provided the relationship disclosures required by Regulation
S-K Item 402(v)(5).
Please ensure that you provide this required disclosure in its entirety.
Although you may
provide this information graphically, narratively, or a combination of
the two, this
disclosure must be separate from the pay versus performance table required
by Regulation S-K Item
402(v)(1) and must provide a clear description of each separate
relationship indicated
in Regulation S-K Item 402(v)(5)(i)-(iv). Please note, it is not
sufficient to state
that no relationship exists, even if a particular measure is not used in
setting compensation.
3. It appears that you may
have intended the list of performance metrics at the bottom of
page 18 to serve as
your Tabular List of performance measures required pursuant to
Regulation S-K Item
402(v)(6). Please ensure that you provide disclosure of at least three,
Ellen Gordon
Tootsie Roll Industries, Inc.
July 27, 2023
Page 2
but no more than seven, financial performance measures that are used
to link
compensation actually paid to company performance for the most
recently completed
fiscal year in accordance with Regulation S-K Item 402(v)(6). Please
note that non-
financial performance measures may also be included only if such
measures are among
your three to seven most important performance measures, and you have
disclosed your
most important three (or fewer, if you only use fewer) financial
performance measures.
Please contact Jane Park at 202-551-7439 or Charlie Guidry at
202-551-3621 with any
questions.
FirstName LastNameEllen Gordon Sincerely,
Comapany NameTootsie Roll Industries, Inc.
Division of
Corporation Finance
July 27, 2023 Page 2 Disclosure Review
Program
FirstName LastName