Over five years ago, the SEC adopted amendments to Regulation S-K that require more detailed disclosure concerning a public company’s human capital. The amendments proved to be controversial, because they relied on a principles-based approach the gave companies leeway to determine what was material from a human capital perspective, and for the ensuing four years we expected further amendments to the item requirement that would be more prescriptive in approach. Those changes never materialized, but in 2025 companies encountered a distinct shift in government and shareholder approaches to diversity, equity and inclusion, which had been one topic that many companies addressed in their human capital disclosure.

With all of these developments, it is helpful to take a look back on human capital disclosures over the past five years, and Gibson Dunn recently provided us with this perspective in its alert “Five Years of Evolving Form 10-K Human Capital Disclosures.” The alert notes:

Human capital resource disclosures by public companies have continued to be a focus since the U.S. Securities and Exchange Commission (the “Commission”) adopted the new rules in 2020, not only for companies making the disclosures, but employees, investors, and other stakeholders reading them. This alert updates the alert we issued in December 2024, “Four Years of Evolving Form 10-K Human Capital Disclosures,” available here, and reviews disclosure trends among S&P 100 companies categorized into 28 topic areas. Each of these companies has now included human capital disclosure in their past five annual reports on Form 10-K. This alert also provides practical considerations for companies as we head into 2026.

Overall, our findings indicate that companies are reframing their disclosures related to diversity, equity, and inclusion (“DEI”) in response to the current legal, regulatory, and political environment, with the acronyms “DEI” and “DE&I” being completely removed from all human capital disclosures of S&P 100 companies in 2025. This year, companies generally continued to shorten their human capital-related disclosures, decrease the number of topics covered, and include less quantitative information in some areas, often as a result of decreased diversity-related disclosures.

Among the findings reported, Gibson Dunn notes the following with regard to the content of human capital disclosure:

Most common topics covered. This year, the most commonly discussed topics remained consistent with the previous three years, with the top five most frequently discussed topics being talent development, talent attraction and retention, employee compensation and benefits, diversity and inclusion, and monitoring culture. The topics least discussed this most recent year, however, changed slightly from those of the previous year as quantitative pay gap and diversity in promotion disclosures were tied as the fifth least frequently covered topics (joining physical security, diversity targets or goals, quantitative new hire diversity, and supplier diversity), replacing full-time and part-time employee split.

I think that we can certainly expect to see more evolution in the approach taken to this disclosure requirement during the course of the 2026 annual reporting and proxy season.

– Dave Lynn