Last August, Nasdaq adopted rules mandating that Nasdaq-listed operating companies disclose a Board Diversity Matrix either in an SEC filing or on their website. If a company has yet to disclose its Board Diversity Matrix, it may need to do so no later than August 8, 2022. To assist companies in complying with these requirements, we have prepared Nasdaq Board Diversity Matrix FAQs.
To summarize, if a Nasdaq-listed operating company has already filed its 2022 proxy or information statement for its annual meeting and a Form 10-K or Form 20-F during 2022, but did not include the Nasdaq Board Diversity Matrix in one of those filings, it is required to disclose its Board Diversity Matrix on the company’s website on or before August 8, 2022. For companies that have yet to file their proxy or information statement, Form 10-K, or Form 20-F for 2022, they do not have to post the Board Diversity Matrix on their website by August 8, 2022 so long as they include it in their proxy statement, Form 10-K, or Form 20-F filed no later than December 31, 2022 or post it on their website on such date.
Note that the above timelines only relate to Nasdaq-listed operating companies listed before August 6, 2021. Operating companies listed on or after August 6, 2021, need to disclose the Nasdaq Board Diversity Matrix one year from the date of listing.
If a company chooses 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.