This Wilson Sonsini memo provides a reminder that Nasdaq-listed companies that haven’t included a board diversity matrix in their proxy statement filed with the SEC prior to August 8, 2022, will need to include a board diversity matrix on their company’s website no later than that date and inform Nasdaq that they have done so. Here’s an excerpt with some of the specifics:
If a company decides to make the disclosure on its website, Nasdaq provides a fillable PDF for U.S. companies and a fillable PDF for foreign issuers that companies may (but are not required) to use. A company must clearly label the disclosure on its website as the Board Diversity Matrix. Although Nasdaq does not mandate a particular place on the website, it recommends putting it on the company’s investor relations webpage or other webpage where governance documents are stored.
Following the initial 2022 compliance date, the company will be required to publish the matrix on its website concurrently with the filing of its proxy or information statement (or Form 10-K or 20-F, where applicable) and submit a URL link through the Nasdaq Listing Center within one business day after posting by completing Section 10 (Board Diversity Disclosure) of the Company Event Form. Nasdaq also offers Website Disclosure of Board Diversity Matrix: What Companies Need to Know, which provides further information.
For more analysis and instruction on the “comply or disclose” rule, visit our “Nasdaq” Practice Area.
– John Jenkins