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Firm Memoranda

Nasdaq Amends Compliance Deadlines for Board Diversity Rules

Date: 02/08/23

In December of 2022, the Nasdaq Stock Market LLC (“Nasdaq”) filed immediately effective amendments to its board diversity rules that were originally approved by the Securities and Exchange Commission in August of 2021. The amendments are intended to simplify compliance by revising certain deadlines to align them with year-end dates.

Under Rule 5606, Nasdaq-listed companies must disclose demographic information about their board members in an annual board diversity matrix. For most companies, the deadline for their initial board diversity matrix disclosures has passed. Previously, Rule 5606 did not provide a specific deadline for subsequent annual disclosures. Now, under Rule 5606(e) as amended, Nasdaq has clarified that companies have until December 31 of each year to make their subsequent annual board diversity matrix disclosures. In other words, companies that posted their initial board diversity matrix in 2022 will have until December 31, 2023 to post their updated matrix.

The rule also simplifies compliance for companies that wish to post their matrix disclosure on their website by allowing them to satisfy the Nasdaq notice requirement by submitting a URL link to their matrix disclosure via email to

Nasdaq Amends Compliance Deadlines for Board Diversity Rules.pdf (pdf | 96.50 KB )