SEC Issues C&DIs on Director Diversity Disclosure

On February 6, 2019, the SEC released two CD&Is addressing the disclosure of self-identified diversity characteristics with respect to directors and nominees under Items 401 and 407 of Regulation S-K. The C&DIs call on issuers to provide details on how they consider self-identified diversity characteristics (e.g., race, gender, ethnicity, religion, nationality, disability, sexual orientation or cultural background) when making decisions regarding the composition of their boards. The updated list of C&DIs is available here, and the Sullivan & Cromwell memorandum on the topic is available here.