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United States securities and exchange commission logo
November 9, 2023
Fred Lampropoulos
Chief Executive Officer
Merit Medical Systems Inc.
1600 West Merit Parkway
South Jordan, Utah 84095
Re: Merit Medical
Systems Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 4, 2023
File No. 000-18592
Dear Fred Lampropoulos:
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 4, 2023
Pay Versus Performance, page 68
1. Please ensure that the
amounts included in the pay versus performance table with respect
to your total
shareholder return and your peer group total shareholder return are presented
as dollar figures and
not as percentages. Refer to Regulation S-K Item 402(v)(2)(iv).
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. Please provide a
Tabular List that includes your Company-Selected Measure and at least
three, and up to seven,
financial performance measures, which represent the most
important financial
performance measures that you use to link compensation actually paid
to your named executive
officers, for the most recently completed fiscal year, to company
performance. Refer to
Regulation S-K Item 402(v)(6).
Fred Lampropoulos
Merit Medical Systems Inc.
November 9, 2023
Page 2
4. We note your disclosure that your peer group total shareholder return
is based on
"NASDAQ Stocks (SIC 3840-3849 US Companies Surgical, Medical, and
Dental
Instruments and Supplies)." It is unclear whether such peer group is a
published industry
or line-of-business index. If it is not, please ensure that you
disclose in a footnote
the identity of the issuers composing the group. Refer to Regulation
S-K Item
402(v)(2)(iv).
Please contact Marion Graham at (202) 551-6521 or Jennifer Zepralka at
(202) 551-2243
with any questions.
FirstName LastNameFred Lampropoulos Sincerely,
Comapany NameMerit Medical Systems Inc.
Division of
Corporation Finance
November 9, 2023 Page 2 Disclosure Review
Program
FirstName LastName