Board Diversity
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Frequently Asked Questions
  What happens if one of our company's two diverse directors unexpectedly leaves the board?
Identification Number 1783

A company that met the diversity objectives of Rule 5605(f)(2) but no longer meets the diversity objectives due to a vacancy on its board of directors (for example if a diverse director falls ill or resigns), has a grace period to regain compliance until the later of: (i) one year from the date of vacancy; or (ii) December 31 in the calendar year following the year of the date of vacancy, whichever is longer, to satisfy Rule 5605(f)(2) or (3).  In lieu of providing the explanation required by Rule 5605(f)(3), a company relying on the grace period may publicly disclose that it is relying on the grace period provided by Rule 5605(f)(6)(B). Such disclosure must be provided 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‚Äôs website.

If the company provides such disclosure on its website, then the company must also notify Nasdaq either by sending an email to 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.   

Publication Date*: 1/16/2023 Mailto Link Identification Number: 1783
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