Governance Briefing — August 6, 2025

Executive briefing: Nasdaq Listing Rule 5605(f)(2) gives Global Select and Global Market companies until 6 August 2025 to either have at least one female and one underrepresented minority or LGBTQ+ director or explain why they do not meet the objective. Boards must also use the Nasdaq board diversity matrix to disclose composition annually.

Key governance signals

• Comply-or-explain disclosure. Companies that do not meet the objective must publicly explain their rationale, creating reputational and investor scrutiny.
• Succession planning transparency. Boards are expected to show how nominating committees built candidate pipelines and used diverse search firms to meet the deadline.
• Matrix accuracy monitored. Nasdaq will review diversity matrix disclosures and can issue deficiency notices for incomplete or inaccurate reporting.

Action checklist

• Confirm nominating committee minutes document diverse slate searches, interview processes, and board evaluation results leading to appointments.
• Update investor communication plans to explain compliance or rationale, including engagement with stewardship teams and proxy advisers.
• Validate board diversity matrix data, legal review, and EDGAR filing controls before submitting 2025 proxy materials.

Sources

• Nasdaq Board Diversity Rule Compliance Guide
• Nasdaq Listing Rule 5605(f)

Zeph Tech counsels Nasdaq-listed boards on director succession pipelines, disclosure governance, and investor messaging ahead of the 6 August 2025 milestone.

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