Governance Briefing — August 6, 2025
Nasdaq Global Select and Global Market companies reach the deadline to seat—or explain the absence of—two diverse directors, pressing boards to evidence succession planning, disclosure controls, and investor engagement on diversity.
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
Zeph Tech counsels Nasdaq-listed boards on director succession pipelines, disclosure governance, and investor messaging ahead of the 6 August 2025 milestone.