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SEC staff issues C&DIs related to disclosure of certain self-identified diversity characteristics

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Feb 06, 2019

On February 6, 2019, the SEC Staff issued a new interpretation relating to director qualifications and diversity which could impact proxy statement disclosures for the upcoming proxy season, and potentially D&O questionnaires as well.

On the same day, the staff in the SEC’s Division of Corporation Finance has updated its compliance and disclosure interpretations (C&DIs) related to preparing certain disclosures about self-identified diversity characteristics that may be required under Regulation S-K, Item 401, or, with respect to nominees, under Regulation S-K, Item 407. Specifically, the SEC has added Questions 116.11 and 133.13.

Review the Regulation S-K C&DI page on the SEC’s website and a summary on Weil, Gotshal & Manges LLP's website.

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