SEC Clarifies Compliance And Disclosure Interpretations On Diversity

The SEC updated Compliance and Disclosure Interpretations of Regulation S-K to clarify disclosure of "self-identified diversity characteristics" required under Item 401 (Directors, executive officers, promoters and control persons) and under Item 407 ("Corporate Governance") with respect to nominees.

To the extent that a board or nominating committee considered the "self-identified diversity characteristics" of an individual who consented to the disclosure of those characteristics, SEC staff would expect a company's discussion under Item 401 to include "identifying those characteristics and how they were considered." The SEC staff stated that it expects "any description of diversity policies" under Item 407 also to include a discussion of how a company considers the self-identified diversity characteristics of nominees, and any other qualifications a diversity policy takes into consideration (see Question 116.11 and Question 133.13).