In a speech before the International Corporate Governance Network yesterday, SEC Chair White signaled forthcoming rulemaking on board diversity disclosure that entails an amendment to Reg. S-K Item 407(c):
And, I can report
today that the staff is preparing a recommendation to the Commission to
propose amending the rule to require companies to include in their proxy
statements more meaningful board diversity disclosures on their board
members and nominees where that information is voluntarily self-reported
by directors. Some may oppose even minimally more prescriptive
diversity disclosure requirements. My view is that the SEC has a
responsibility to ensure that our disclosure rules are serving their
intended purpose of meaningfully informing investors. This rule does
not and it should be changed. Our lens of board diversity disclosure
needs to be re-focused in order to better serve and inform investors.
As previously reported, in January, Chair White reportedly instructed Staff to review existing company disclosures on board diversity and provide her with recommendations as to whether companies should be required to provide more specific information. And at the Society's annual Securities Law Committee meeting with Corp Fin Staff last month, Staff indicated that Chair White believed that the concerns expressed by investors about the inadequacy of the current disclosure rule were well-founded, but that "the devil is in the details."
See also this WSJ article.