Date: February 2 , 2025
Source:
https://www.federalregister.gov/documents/2025/01/30/2025-01932/self-regulatory-
organizations-the-nasdaq-stock-market-llc-notice-of-filing-and-immediate
https://www.sec.gov/files/rules/sro/nasdaq/2025/34-102281.pdf
On January 21, 2025, the Nasdaq Stock Market (Nasdaq) filed a proposed rule change with the Securities and Exchange Commission (SEC) to repeal its listing rules regarding board diversity disclosures (the Nasdaq Board Diversity Disclosure Rules). The Nasdaq Board Diversity Disclosure Rules were vacated by the United States Court of Appeals for the Fifth Circuit on December 11, 2024. The Nasdaq rule change repealing the Nasdaq Board Diversity Disclosure Rules was approved by the SEC and became effective on February 4, 2025.
The now-vacated rules, which went effective starting with Nasdaq-listed companies’ 2022 public disclosures, required that Nasdaq-listed companies have — or explain why they do not have — at least one female director and at least one director who self-identifies as an underrepresented minority or LGBTQ+, and to disclose director diversity information annually in a board diversity matrix.
Since August 6, 2021, the Nasdaq Board Diversity Disclosure Rules had required each Nasdaq-listed company, subject to certain exceptions, to (i) annually disclose director- diversity information and (ii) either have at least two diverse board members or explain why it did not. Now, Nasdaq-listed companies will no longer be required to file director-diversity-related information with the SEC; however, they are not prohibited from voluntarily doing so.
