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

Companies are required to annually disclose director self-identified board-level diversity data using the Board Diversity Matrix template found here, or 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 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 by December 31 annually.

If a company elects to provide such disclosure on its website, then the company must also notify Nasdaq either by sending an email to drivingdiversity@nasdaq.com with a URL link to the disclosure or by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, which is available from the Listing Center.

Companies that choose to disclose the Board Diversity Matrix only on their website must also notify Nasdaq either by sending an email to drivingdiversity@nasdaq.com with a URL link to the disclosure or by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, which is available from the Listing Center.

Newly listed operating companies have one year from the date of listing to publicly disclose board diversity statistics using the Board Diversity Matrix template found here, or a format substantially similar.

Should your company choose to provide the Board Diversity Matrix on its website, the company must also notify Nasdaq either by sending an email to drivingdiversity@nasdaq.com with a URL link to the disclosure or by completing Section 10 (Board Diversity Disclosure) of the Company Event Form, which is available from the Listing Center.

Companies that choose to include the Board Diversity Matrix in their proxy statement or information statement do not need to submit the Company Event Form.    

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.   

Directors and nominees are typically required to complete a directors’ and officers’ (D&O) questionnaire and attest to the accuracy of their responses. 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.  

Yes. A company must disclose the Board Diversity Matrix by December 31^st each year.