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.
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