On February 6, the SEC updated its Compliance and Disclosure Interpretations to provide guidance on disclosure of director diversity. The new CDIs discuss the company’s disclosure obligations when a director or nominee provides “for inclusion in the company’s disclosure certain self-identified diversity characteristics, such as…race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background.” The SEC says it “would expect” disclosure if the characteristics are considered as part of the nominating process. The CDI notes that disclosure would likely not be limited to self-identified diversity characteristics or to the characteristics cited in the CDI. The CDI does not address whether companies are expected to ask directors and nominees to self-identify these or other characteristics.

We note that the SEC appears to have changed the format of its CDI announcements to indicate which questions have been added or updated. For those who have spent hours trying to determine which interpretations have changed, this will be a significant time-saver.

If you have any questions in the meantime, please contact Gunster securities law and corporate governance practice leader Bob Lamm.


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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.

About Gunster

Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 12 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients’ stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Boca Raton, Fort Lauderdale, Jacksonville, Miami, Orlando, Palm Beach, Stuart, Tallahassee, Tampa, The Florida Keys, Vero Beach, and its headquarters in West Palm Beach. With nearly 200 attorneys and 200 committed support staff, Gunster is ranked among the National Law Journal’s list of the 500 largest law firms and has been recognized as one of the Top 100 Diverse Law Firms by Law360. More information about its practice areas, offices and insider’s view newsletters is available at

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