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Extent to which diversity must be discussed in proxy statement

It is my understanding that the only requirement as to diversity left for the proxy at this time is in relation to whether the nominating committee considers diversity in selecting directors. If a company, at the last minute out of concern of anti-DEI sentiment, changes its nominating committee charter to remove all reference to considering diversity when selecting directors, does it still need to mention diversity in the proxy as to selecting directors since the charter still spoke of diversity during the past fiscal year?

It appears that under the rule, a company is required to address in the proxy whether it considers diversity among its director nominees, and if so, how it considers diversity. This would appear to indicate that even if a company is concerned over anti DEI sentiment, it still needs to address diversity in the proxy, in terms or whether and how it considers it, even if it is considered in a way that does not involve race or gender.

It is still unclear to me whether a company that updates its charter at the last minute to remove all reference to race and gender in diversity can represent on the proxy that it does not consider race and gender in its diversity assessment. However it is my understanding that because proxies are forward looking, this may be acceptable.

It has also come to my attention that Glass Lewis issued a statement that it is sticking to its diversity expectations unlike ISS. Does this mean that a company that no longer requires race or gender as part of a diversity assessment risks a negative recommendation from GL?

07/8/2025, Question #29424

Removing DEI from SEC 10-Ks

Are companies being advised to not discuss DEI in their 10-Ks due to the executive orders? If a company previously mentioned having a diversity policy and its diversity workforce statistics, is that going to create an issue to now remove them?

05/5/2025, Question #28369

CDP Disclosure Insight Action

We recently received a letter from CDP Disclosure Insight Action requesting that we disclose certain environmental information through their questionnaire. From what I can tell, this is not required and, as we currently disclose sustainability related information in many different places and to many different people, we’re not inclined to voluntarily add another to the list. However, I was curious what other companies who received this letter intend to do. Would appreciate your thoughts here.

04/15/2025, Question #27998