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United States securities and exchange commission logo
January 2, 2024
Jon Winkelried
Chief Executive Officer
TPG Inc.
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Re: TPG Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 25,
2023
File No. 001-41222
Dear Jon Winkelried:
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 25, 2023
Pay Versus Performance, page 51
1. Refer to footnote (1)
to your pay versus performance table. Please note that, for
outstanding stock
awards and option awards, the calculations required by Item
402(v)(2)(iii)(C)(1) of
Regulation S-K should be determined based on the change in fair
value from the end of
the prior fiscal year. The fair value of these awards should not be
determined based on
other dates, such as the date of your initial public offering. Please
ensure that you make
your Regulation S-K Item 402(v)(2)(iii)(C)(1) calculations starting
with the end of your
prior fiscal year. See Regulation S-K Compliance & Disclosure
Interpretation
Questions 128D.14 and 128D.15 for guidance.
2. We note that your peer
group is the Standard & Poor's (S&P) 500 Index. If your
Regulation S-K Item
402(v)(2)(iv) peer group is an index, it should be the published
industry or
line-of-business index used under Regulation S-K Item 201(e)(1)(ii), and not a
broad market index. In
future filings, please ensure that your peer group is either a
published industry or
line-of-business index or, if applicable, the companies used in the
compensation discussion
and analysis under Regulation S-K Item 402(b). We note in this
regard your use of the
Dow Jones U.S. Asset Manager Index in your stock performance
graph reported pursuant
to Item 201(e) of Regulation S-K.
3. It appears that you
have not provided the relationship disclosures required by Regulation
Jon Winkelried
TPG Inc.
January 2, 2024
Page 2
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.
Please contact Eric Envall at 202-551-3234 or Amanda Ravitz at
202-551-3412 with any
questions.
FirstName LastNameJon Winkelried Sincerely,
Comapany NameTPG Inc.
Division of
Corporation Finance
January 2, 2024 Page 2 Disclosure
Review Program
FirstName LastName