Under Nasdaq's new Rule 5606, the board diversity disclosure rule, the deadline for most Nasdaq-listed companies to publicly disclose diversity statistics regarding their board of directors using a Board Diversity Matrix is approaching. The matrix must be disclosed by either (i) the date the company files its 2022 proxy, or (ii) August 8, 2022, whichever is later. This means:
- For domestic companies, if a matrix was not previously included in a proxy statement filed this calendar year, the matrix must be posted on the company's website by August 8, 2022.
- For foreign private issuers ("FPIs"), the matrix must be included in the company's Form 20-F or on its website. FPIs cannot include the matrix in a proxy statement furnished on Form 6-K, so if the matrix was not included in their Form 20-F, it must be posted to their website by August 8, 2022.
Companies electing to provide the matrix on their website must:
- Prepare the Board Diversity Matrix: Nasdaq provides a fillable PDF for US companies and a fillable PDF for FPIs that companies can use.
- Label the Disclosure and Decide Where to Post on Company Website: The disclosure should be clearly labeled as "Board Diversity Matrix" on the company's website. It can be posted anywhere on the website, but Nasdaq recommends posting it on the Investor Relations web page or other web page where governance documents are posted.
- Inform Nasdaq of Posting: Within one business day after posting, companies must complete Section 10 (Board Diversity Disclosure) of the Company Event Form on the Nasdaq listing center, which requires the company to provide the disclosure date and URL location of its matrix.
Below we have provided a chart describing the various compliance deadlines that may be applicable to you. The below does not apply to NYSE-listed companies.