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HARSCO
CORPORATION
350
Poplar Church Road
Camp
Hill, Pennsylvania 17011
June 30,
2009
VIA
EDGAR
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.E.
Mail Stop
4651
Washington,
DC 20549
Attention:
Dietrich King, Staff Attorney
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Re:
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Harsco
Corp.
Definitive
Proxy Statement on Schedule 14A
Filed
on March 19, 2009
File Number
001-03970
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Dear Mr.
King:
Harsco
Corporation, a Delaware corporation (“we,”
“us”
or the “Company”),
is submitting this letter in response to the comment letter from the staff (the
“Staff”) of
the Securities and Exchange Commission (the “Commission”)
dated April 28, 2009 (the “Comment
Letter”) with respect to the Company’s definitive proxy statement on
Schedule 14A filed on March 19, 2009 (the “2009 proxy
statement”).
Below are
the Company’s responses to the comments in the Comment Letter. For
the convenience of the Staff, we have repeated the Staff’s comments before the
applicable response.
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1.
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In
your compensation discussion and analysis, you disclose that your
compensation committee exercised its discretion to reduce the size of the
restricted stock awards received by certain employees, including at least
one named executive officer (e.g., see pages 31, 37 and 39), due to the
performance of the business unit that they served. You do not,
however, identify the affected named executive officer or
officers or otherwise provide any details about the magnitude of the
reduction the compensation committee implemented. With a view
toward future disclosure, please provide us with the names of the
named
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Securities
and Exchange Commission
June 30,
2009
Page
2
executive
officers who were affected by this reduction and quantify the extent of the
reduction they suffered.
Response
As noted
in the Staff’s comments, the Company disclosed in its 2009 proxy statement that
its Compensation Committee exercised its discretion to reduce the size of the
restricted stock unit award received by one of the named executive officers, in
this case Mr. Geoffrey Butler. Mr. Butler’s equity payout for 2008
was reduced from 16,000 restricted stock units to 8,000 restricted stock
units. In future filings, if applicable, the Company will provide
further discussion and analysis about the Compensation Committee’s exercise of
discretion, including the names of any named executive officers affected by this
type of reduction and a quantification of the extent of the reduction, in
connection with equity awards.
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2.
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With
a view toward future disclosure, please tell us the names of the companies
you used for benchmarking based on the adjusted data provided to you by
Towers Perrin. Please refer to Item 402(b)(2)(xiv) of
Regulation S-K as well as your letter to us dated November 21, 2007, in
which, in response to comment five in our letter to you dated September
26, 2007, you stated that you anticipate providing “information regarding
the specific companies included in the Towers Perrin database in future
filings, including the 2008 proxy statement, to the extent such
information remains material.”
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Response
As noted
in the 2009 proxy statement, our Compensation Committee has historically
benchmarked salaries, total cash compensation (i.e., salary plus annual cash
incentives) and total direct compensation (i.e., salary plus annual cash
incentives and long-term equity compensation) annually against survey data
provided by Towers Perrin during Towers Perrin’s annual review of executive
compensation for the Company’s senior executive officers. No other
benchmarking has been undertaken by the Compensation Committee for compensation
purposes.
In
preparing the survey data it provides to the Compensation Committee, Towers
Perrin utilizes a broad industry-wide benchmarking database of over 800
companies. In completing its analysis that is eventually provided to
the Compensation Committee, Towers Perrin takes into account the size of the
Company and its lines of business by using regression analysis to adjust the
database information such that the market data provided corresponds to
organizations and business units of similar size. Although
information regarding the specific companies included in Towers Perrin’s
database is available to the Company upon its request, the regression analysis
does not produce a readily identifiable subset of companies (i.e., a peer group) that
could have been included in the 2009 proxy statement. Instead, the
regression analysis produces data points. As such, the only
information that could have been disclosed was the entire database of 800
companies.
Securities
and Exchange Commission
June 30,
2009
Page
3
Our
Compensation Committee has engaged its own compensation consultant and is in the
process of reviewing the method by which we benchmark the compensation payable
to our executive officers. As part of this review, our Compensation
Committee is also assessing the viability of identifying a more discrete peer
group of companies for us to benchmark against for compensation
purposes. Although the timeframe for the completion of this process
cannot be determined at this time, any changes to our benchmarking methodology
including, if adopted, the identification of a more discrete peer group, would
be disclosed in our future filings.
* * *
The
Company acknowledges that:
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it
is responsible for the adequacy and accuracy of the disclosure in its 2009
definitive proxy statement;
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Staff
comments or changes to disclosure in response to comments do not foreclose
the Commission from taking any action with respect to its 2009 definitive
proxy statement; and
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the
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities law
of the United States.
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If you
have any questions regarding these matters, please do not hesitate to contact
the undersigned.
Sincerely,
/s/ Mark
E. Kimmel
Mark E.
Kimmel
Senior
Vice President, General
Counsel,
Chief Administrative
Officer
and Corporate Secretary