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August 29, 2023
Richard M. Brooks
Chief Executive Officer
Zumiez Inc.
4001 204th Street SW
Lynnwood, Washington 98036
Re: Zumiez Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 21,
2023
File No. 000-51300
Dear Richard M. Brooks:
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 April 21, 2023
Pay Versus Performance Table, page 57
1. Please identify each
named executive officer included in the calculation of average non-
PEO named executive
officer compensation, and the fiscal years in which such persons
are included. You may
provide this information in a footnote to the pay versus
performance table. See
Regulation S-K Item 402(v)(3).
2. It appears that you
have not provided the relationship disclosures required by Regulation
S-K Item 402(v)(5).
Please 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. We note that you
include Net Sales, Product Margin and Operating Profit as your
Company-Selected
Measures. Regulation S-K Item 402(v)(2)(vi) permits you to designate
only one
Company-Selected Measure, which, in your assessment, "represents the most
important financial
performance measure (that is not otherwise required to be disclosed in
the table) used by
[you] to link compensation actually paid to [your] named executive
Richard M. Brooks
Zumiez Inc.
August 29, 2023
Page 2
officers, for the most recently completed fiscal year, to company
performance." Please
ensure that you include only one Company-Selected Measure in the
table. You may elect
to provide in the table one or more performance measures in addition
to the Company-
Selected Measure, provided that the disclosures about those measures
"may not be
misleading or obscure the required information, and the additional
performance measures
may not be presented with greater prominence than the required
disclosure." See Pay
Versus Performance, Release No. 34 95607 (Apr. 29, 2015) [87 FR
55134 (Sept. 8,
2022)] at 55159. Also note that each additional measure must also be
accompanied by a
clear description of the relationship between executive compensation
actually paid to the
registrant s PEO, and, on average, to the other NEOs, and that
measure, across each of the
fiscal years included in the pay versus performance table. See
Regulation S-K Item
402(v)(5)(iv).
In addition, for any such measure provided in the pay versus
performance table that is not
a financial measure under generally accepted accounting principles,
please ensure that you
provide disclosure showing how the measure is calculated from your
audited financial
statements, as required by Regulation S-K Item 402(v)(2)(v). If the
disclosure appears in
a different part of the definitive proxy statement you may satisfy the
disclosure
requirement by a cross-reference thereto; however, incorporation by
reference to a
separate filing will not satisfy this disclosure requirement.
4. It appears that you have not provided the tabular list of at least
three, and up to seven,
financial performance measures, which in your assessment represent the
most important
financial performance measures used by you to link compensation
actually paid to
your named executive officers, for the most recently completed fiscal
year, to your
performance, as required by Regulation S-K Item 402(v)(6). Please
ensure that you
provide this required disclosure in its entirety. The Tabular List
should include your
Company-Selected Measure and any additional measures that you have
elected to include
in the pay versus performance table.
Please contact John Stickel at 202-551-3324 or Amanda Ravitz at
202-551-3412 with any
questions.
FirstName LastNameRichard M. Brooks Sincerely,
Comapany NameZumiez Inc.
Division of
Corporation Finance
August 29, 2023 Page 2 Disclosure Review
Program
FirstName LastName