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August 8, 2023
Brent J. Guerisoli
Chief Executive Officer
The Pennant Group, Inc.
1675 E. Riverside Drive, Suite 150
Eagle, Idaho 83616
Re: The Pennant Group,
Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 13,
2023
File No. 001-38900
Dear Brent J. Guerisoli:
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 13, 2023
Pay Versus Performance, page 27
1. We note that the peer
group discussed below the pay versus performance table is not a
published industry or
line-of-business index. Accordingly, please ensure that you list all of
the companies that
comprise the peer group used in your pay versus performance table.
Refer to Regulation S-K
Item 402(v)(2)(iv).
2. Refer to the
reconciliation table in footnote (2) to your pay versus performance table. It
is
unclear what amounts
are reflected in the row titled "Year over Year Change in Fair Value
of Equity Awards
Granted in Prior Year that Vested in the Year." Specifically, equity
awards granted in prior
years that vest during the relevant year should be valued as the
difference between the
fair value as of the end of the prior fiscal year and the vesting date,
not the "year over
year" change in value. Please ensure that your table headings reflect
accurately the amounts
used to calculate compensation actually paid. Refer to Item
402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
Brent J. Guerisoli
FirstName LastNameBrent
The Pennant Group, Inc. J. Guerisoli
Comapany
August NameThe Pennant Group, Inc.
8, 2023
August
Page 2 8, 2023 Page 2
FirstName LastName
3. Please provide a clear description of the relationship between
compensation actually paid
and your total shareholder return. Please note that it is not
sufficient to state that no
relationship exists, even if a particular measure is not used in
setting compensation. Please
also provide a clear description of the relationship between your
total shareholder return
and the total shareholder return of your peer group. Refer to
Regulation S-K Items
402(v)(5)(i) and (iv).
4. We note that you have included Adjusted Net Income as your
Company-Selected Measure
pursuant to Regulation S-K Item 402(v)(2)(vi). Please include your
Company-Selected
Measure in in the Tabular List provided pursuant to Regulation S-K
Item 402(v)(6).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Daniel Crawford at 202-551-7767 or Amanda Ravitz at
202-551-
3412 with any questions.
Sincerely,
Division of
Corporation Finance
Disclosure
Review Program