SCOTT F.
FROST
Senior Vice
President,
Chief Financial Officer
and Treasurer
October 7, 2015
Filed via EDGAR
Ms. Courtney
Haseley for
Ms. Mara L. Ransom
Assistant Director
United States Securities and Exchange
Commission
Division of Corporation
Finance
Washington, D.C. 20549
RE: Weis Markets,
Inc.
Form
10-K for the Fiscal Year Ended December 27,
2014
Definitive Proxy Statement filed on Schedule
14A
Filed
March 13, 2015
File No.
001-05039
Dear Ms. Haseley:
We reviewed your letter dated September 24, 2015, regarding the above referenced Weis Markets, Inc. (the "Company") filings and have addressed each of your comments in this response letter. We respectfully request to correct all comments, if appropriate, in future filings.
"A breakdown of the material increases (decreases) in operating, general and administrative expenses is as follows: | |||||
Increase | |||||
Increase | (Decrease) | ||||
(Decrease) | as a % | ||||
(in thousands) | of Sales | ||||
Employee Related Expenses | $ | 7,700 | (0.2)% | ||
Store Advertising Expenses | $ | 3,000 | 0.1% | ||
Repairs/Maintenance Contracts | $ | 7,000 | 0.2% | ||
Landlord Common Area Maintenance | $ | 2,900 | 0.1% | ||
Depreciation and Amortization | $ | 8,600 | 0.2% | ||
Employee Related Expenses increased in dollars and decreased in percent of sales for the reasons noted above related to increases in sales volume. Hourly employees, particularly part time employees, are required to work increased hours when there is growth in sales volume. Increases in employee related expenses were offset by savings realized from a store labor efficiency project. | |||||
Store Advertising Expenses increased due to the promotion of the Company's new pricing strategy. | |||||
Repairs/Maintenance Contracts increased primarily due to new maintenance contracts for software and hardware including store front end systems. | |||||
Landlord Common Area Maintenance expense increased due to higher than average snowfall in the Company's region. | |||||
Depreciation and Amortization increased as a result of the Company's store capital expenditure program and technology investments." |
Compensation Committee Discretion | ||
The Compensation Committee has broad discretion to set the compensation paid to the Company's Named Officers, subject to Board approval, as it may determine is in the best interest of the Company and its shareholders. The exercise of discretion is an important feature of the Compensation Committee's philosophy and provides the Compensation Committee with sufficient flexibility to respond to specific circumstances facing the Company. To provide additional flexibility, the Compensation Committee does not have a policy to guide the allocation of total compensation among the various elements and forms of awards. |
Compensation Philosophy and Objectives | ||
The primary objective of the Company's executive compensation program is to attract and retain qualified executives, which is critical to the ongoing success of the Company. This primary objective is achieved by providing a combination of base salary, annual cash incentives, health and welfare benefits, retirement benefits and perquisites that overall provide a complete compensation package that is competitive with executives at companies of comparable size and position in the retail business, while keeping compensation in line with the financial objectives of the Company. The Compensation Committee does not believe that equity-based incentives are a valuable incentive for employees of the Company, which is a "controlled company" under the rules of the New York Stock Exhchange (that is, it is a company in which more than 50% of the voting power is held by members of the Weis family). As is common with controlled companies, the Company has a low trading volume. Due to such low trading volume and for other reasons, historically the Company's stock price has not been driven by financial results but rather by general market fluctuations and dividend return. |
Sincerely,
Scott
F. Frost
Senior
Vice President, Chief Financial Officer
and
Treasurer
Cc: Pasquale D. Gentile, Jr.
Reed Smith
LLP
WEIS MARKETS, INC.
1000 SOUTH SECOND STREET l P.O. BOX 471 l SUNBURY, PA 17801-0471
l (570) 286-4571
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