SEC Staff Issues Interpretive Guidance On Board Diversity Disclosures

On February 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission published new interpretive guidance regarding board diversity disclosures, which should be considered when preparing proxy statements for upcoming annual shareholder meetings. The guidance focuses on the requirements of Regulation S-K Items 401(e)(1) and 407(c)(2)(vi). Item 401(e)(1) 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 in light of the company's business and structure. Item 407(c)(2)(vi) requires a description of the nominating committee's process for identifying and evaluating nominees for director, including whether, and if so how, the nominating committee (or the board) considers diversity in identifying director nominees.