For an example of an acceptable presentation of the Nasdaq Board Diversity Matrix supplemented with additional diversity categories, see Appendix B. When including this expanded disclosure, however, Nasdaq-listed companies must still follow the prescribed Nasdaq templates for the Board Diversity Matrix 2 and can only supplement their Board Diversity Matrices with additional diversity categories below the Board Diversity Matrix (rather than within it). As a result, for a company to potentially increase the number of directors on its board that ISS or institutional investors like BlackRock consider to be diverse, it should consider and, if beneficial, disclose information in accordance with a broader definition of diversity.
In particular, ISS and BlackRock consider diversity to be broader and include more categories than Nasdaq (for example, BlackRock considers individuals with disabilities and veterans to be diverse, while Nasdaq does not).
Nasdaq, ISS, BlackRock, Vanguard and State Street have different definitions of a diverse board member, as shown in Appendix A. As companies seek to meet investor expectations on board diversity, it is important to consider relevant definitions of diversity. (a) Pay Attention to Definitions of Diversity to Align with a Wider Range of Diversity Policies. Companies should keep in mind the following when crafting and finalizing board diversity disclosure: 1 Board diversity is also a key focus of proxy advisory firms and institutional investors. Nasdaq now requires its listed companies, no later than August 8, 2022, to provide detailed disclosure on board diversity using standardized templates. The call for enhanced disclosure on board diversity has accelerated in recent months, culminating in Nasdaq's new board diversity rules. The following are key considerations for your upcoming annual meeting proxy statement.ġ. Part II: Top 13 Considerations for 2022 Annual Meeting Proxy Statements Part II of this memo below, describes key considerations for 2022 Annual Meeting Proxy Statements.Part I of this memo, which was published in January 2022, describes key considerations for Annual Reports on Form 10-K, including housekeeping items and our top eight disclosure considerations for Form 10-Ks in 2022.public companies in preparation for the 2022 annual reporting and proxy season. This memorandum outlines key considerations for U.S.
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