SEC Issues New Guidance On Diversity Disclosure Requirements

On February 6, 2019, the Securities and Exchange Commission released two Compliance and Disclosure Interpretations (CDIs) discussing disclosure requirements in instances where a director or board nominee self-identifies specific diversity characteristics, such as race, gender, ethnicity, religion, nationality, disability, sexual orientation and cultural background.

Item 401(e) of Regulation S-K requires "a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director." Item 407(c)(2)(vi) of Regulation S-K requires disclosure of how a company's board (or nominating committee) implements policies that it follows with regard to the consideration of diversity in identifying director nominees.