After the following intro of this Cooley Alert – penned by Brad Goldberg, Beth Sasfai, Luci Altman, and Michael Mencher – dig into the nitty gritty of the various investor and proxy advisor policy updates you should be aware of, as well as the takeaways (including addressing how State Street updated its voting policies in this area on Friday):
“Public companies find themselves rethinking disclosures relating to the diversity of their board and their director recruitment practices as they head into proxy season, given recent developments – including the US Court of Appeals for the Fifth Circuit’s decision striking down Nasdaq’s board diversity rules, the current administration’s presidential executive orders on diversity, equity and inclusion (DEI) initiatives, and changes to proxy advisor and institutional investor policies on board diversity.
Companies will need to make decisions about proxy statement disclosures amid ongoing uncertainty (see, e.g., this February 25, 2025, Cooley alert discussing the US District Court for the District of Maryland pausing the enforcement of certain key provisions of the DEI executive orders) and while balancing competing stakeholder priorities. Political and legal developments, including executive orders, litigation and activist pressure campaigns have been consequential, and this environment has resulted in changes to proxy advisor and some institutional investor policies.
This alert aims to provide an overview of updated board diversity voting policies of proxy advisory firms and key institutional investors and offer guidance to companies as they review their board diversity disclosures and practices in the current environment.”
Authored by
Broc Romanek