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Frequently Asked Questions
  Where can companies view Nasdaq's board diversity matrix template instructions and examples?
Identification Number 1751

Instructions for completing the board diversity matrix and sample templates can be found here. Examples of acceptable and unacceptable disclosures are provided here.  

Publication Date*: 8/18/2021 Mailto Link Identification Number: 1751
Frequently Asked Questions
  How are companies required to disclose board diversity statistics?
Identification Number 1752
Companies are required to annually disclose director self-identified board-level diversity data using this Board Diversity Matrix or in a format substantially similar.  Each company is required to provide this disclosure in advance of the company’s next annual meeting of shareholders in any proxy statement or any information statement (or, if the company does not file a proxy, in its Form 10-K or 20-F) or on the company’s website.  If a company elects to provide such disclosure on its website, then the company must also submit a URL link to the disclosure through the Nasdaq Listing Center. See FAQ 1796 for information on timing of the initial disclosure.  
Publication Date*: 8/13/2021 Mailto Link Identification Number: 1752
Frequently Asked Questions
  How many years' worth of board diversity statistics do companies need to disclose under Nasdaq's Board Diversity Rule?
Identification Number 1753
The first year a company is required to disclose board diversity statistics, the company is required to publish board diversity statistics for the current year only.  Each subsequent year, the company is required to publish its data for the current year and prior year.  If the immediately prior year data is publicly disclosed elsewhere (i.e., a proxy statement, information statement or company website), then the company can choose to disclose the current year data only.
Publication Date*: 4/26/2022 Mailto Link Identification Number: 1753
Frequently Asked Questions
  Does a company need to give Nasdaq a copy of its board diversity matrix under the Board Diversity Rule?
Identification Number 1755

Companies that choose to disclose the board diversity matrix only on their website must also submit a URL link to the disclosure through the Nasdaq Listing Center by completing Section 10 (Board Diversity Disclosure) of the Company Event Form,  within one business day after such posting.

 

Companies that choose to include the board diversity matrix in their proxy statement or information statement (or, if the company does not file a proxy, in its Form 10-K or 20-F), do not need to provide a copy to Nasdaq.   
Publication Date*: 2/18/2022 Mailto Link Identification Number: 1755
Frequently Asked Questions
  Under Nasdaq's Board Diversity Rule, are companies required to disclose board diversity metrics in an SEC filing along with their proxy materials?
Identification Number 1767
No. Companies can instead disclose them on their websites.  However, if a company chooses to make this disclosure on its website, then the company must submit a URL link to the disclosure through the Nasdaq Listing Center by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, within one business day after such posting.  
Publication Date*: 2/18/2022 Mailto Link Identification Number: 1767
Frequently Asked Questions
  What is the deadline for companies to file the initial matrix?
Identification Number 1796

All Nasdaq-listed operating companies, including business development companies, are required to publicly disclose director self-identified board-level diversity statistics using a standardized disclosure matrix template by the later of: (1) August 8, 2022; or (2) the date the Company files its proxy statement or its information statement for its annual meeting of shareholders (or, if the Company does not file a proxy or information statement, the date it files its Form 10-K or 20-F) during the calendar year of the 2022.

If a Company files its 2022 proxy or information statement (or its Form 10-K or 20-F) before August 8, 2022 and does not include the matrix, the Company will have until August 8, 2022 to disclose its matrix.

If a company files its 2022 proxy or information statement (or its Form 10-K or 20-F) on or after August 8, 2022, then the Company must either include the matrix in its proxy or information statement (or its Form 10-K or 20-F), or post the Matrix on its website.  

Should your company choose to provide the Board Diversity Matrix on its website, the company will need to submit a URL link to the disclosure through the Nasdaq Listing Center by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, within one business day after such posting.

Publication Date*: 2/18/2022 Mailto Link Identification Number: 1796
Frequently Asked Questions
  Can a company supplement the information provided in the Matrix?
Identification Number 1798

Yes. A company may supplement its disclosure by providing additional information related to its directors within its board diversity matrix or in a separate table.  For example, a company may choose to provide the information on a director-by-director basis or may choose to include any skills, experience and attributes of each of its directors that are relevant to the company.  However, a company may not substantially alter the matrix. 

Please refer to the board diversity matrix examples provided here.

To the extent a company elects to provide supplemental information in any year, it is not required to continue to provide the same disclosure in disclosures in subsequent years.   

 

Publication Date*: 2/18/2022 Mailto Link Identification Number: 1798
Frequently Asked Questions
  How should companies gather board diversity data to complete the Matrix?
Identification Number 1803

Directors and nominees are typically required to complete a directors’ and officers’ (D&O) questionnaire and attest to the accuracy of their responses. The D&O questionnaire requires the directors and nominees to provide their name, age, and other relevant information. A company would then use the director’s information provided in the D&O  questionnaire to ensure that the company has accurately disclosed information in its SEC filings. Companies may want to consider including voluntary board diversity questions in their annual D&O questionnaire. Sample diversity questions a company may want to consider including in their D&O questionnaire are available here

Directors may choose to opt out rather than reveal their diversity characteristics to the company.  In that case, the company would identify these directors in the “Did Not Disclose” category in the board diversity matrix.  If a company is unable to meet the applicable diversity objectives as a result, the company may provide an alternative public disclosure under Rule 5605(f)(3) explaining that the company has directors who do not wish to be identified or counted as diverse in order to satisfy the Rule. Please see FAQs 1768 and 1778.  

Publication Date*: 8/24/2021 Mailto Link Identification Number: 1803
Frequently Asked Questions
  Following the initial Matrix requirement, is there a specific deadline for companies to file their Matrix in future years?
Identification Number 1837

The deadline for filing a subsequent Matrix is the same as the Effective Dates pursuant to Rule 5605(f)(7) (i.e., after filing the initial Matrix, a company will have the later of: (ii) two calendar years after August 6, 2021; or (ii) the date the company files its proxy statement or its information statement (or, if the Company does not file a proxy, in its Form 10-K or 20-F) for the Company’s annual shareholders meeting during the 2023 calendar year).

Publication Date*: 5/24/2022 Mailto Link Identification Number: 1837
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