Board of Directors Matrix
(Proxy Statement)

Summary

This template can be used to disclose, as part of a proxy statement, information relating to the skills, experience, and demographic information of a company's nominees for its board of directors. Although not required, companies commonly use them to communicate to investors the reasons why they should vote for the companies' candidates. This template contains practice guidance and drafting notes. Although Item 401 of Regulation S-K (17 C.F.R. § 229.401) requires companies to disclose information about their director nominees' qualifications and experience, it does not require such information to be presented in matrix format, nor would a matrix-style presentation alone likely fulfill these disclosure requirements. However, this part of the proxy statement helps educate investors on the slate of directors that management (or any other proxy proponent) has put forward. As such, it is important to communicate simply and clearly to investors the qualifications and experience of the nominees. A matrix presentation can, together with more fulsome disclosure in the same proxy statement, help assure investors that the proponent has put forward a strong slate of directors. You should modify this template to fit the particular board size, industry, and other particular circumstances of the company. Proxies from shareholder activists may also find this template helpful in making the case for their nominees. For a full listing of related proxy statement and annual meeting content, see Proxy Statement and Annual Meeting Resource Kit. For more information, see Memorandum to Board of Directors on Nomination of Directors by an Activist Investor.