Disclosure Considerations: Nasdaq Board Diversity Matrix

On December 11, 2024, the United States Court of Appeals for the Fifth Circuit vacated the Securities and Exchange Commission's order related to the rule that required companies listed on Nasdaq to include a board diversity matrix in their proxy filing or on their website. Despite the Nasdaq board diversity matrix no longer being required disclosure, many companies still included questions related to diversity in their director and officer questionnaires that were distributed ahead of reporting season.

Following President Trump's executive orders, which terminated diversity, equity and inclusion preferences and policies in government agencies, several institutional shareholders revised their voting policies on board diversity and some registrants removed diversity related disclosures from their Form 10-K filings. Now, companies are currently contemplating whether to include board diversity statistics in their upcoming proxy statement.